Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000. (b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments. (c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction. (d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 2 contracts
Sources: Credit Agreement (Bright Health Group Inc.), Credit Agreement (Bright Health Group Inc.)
Increase in Commitment. (a) The Company Borrower may, at its option any time after prior to the consummation of a Qualified IPO and before the Commitment Termination Date, seek by notice to increase the Commitments Lenders, request that the amount of the Commitment be increased by an amount of $25,000,000 or an integral multiple of $25,000,000 above such amount (any such increase, each a “Commitment Increase”) upon written to be effective as of a date that is at least 90 days prior to the earliest scheduled Commitment Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative AgentLenders; provided thatprovided, however, that (i) in no event shall the aggregate principal amount of all Commitment Increases shall not pursuant to this Section 2.14 exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred , and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) on the date (eachproposed Increase Date for each requested Commitment Increase, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent conditions set forth in its reasonable discretionSection 4.2(b) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding for a Borrowing on the foregoing, no Commitment Increase Date shall be established unlesssatisfied, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date both before or and after giving effect to such Commitment Increase; .
(b) Each notice from the Borrower to the Lenders requesting a Commitment Increase shall include (i) the proposed amount of such requested Commitment Increase, (ii) all fees the proposed Increase Date and expenses(iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Lenders.
(c) If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 above such amount.
(d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase (each such Eligible Assignee, an “Additional Lender”) shall become a Lender party to this Agreement as of such Increase Date, and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the amount approved for such Increasing Lender (or by the amount allocated to such Lender pursuant to Section 2.14(b)) as of such Increase Date; provided, that each Increasing Lender and Additional Lender shall have received on or before such Increase Date the following, each dated as of such date and in form and substance satisfactory to such Increasing Lender(s) and Additional Lender(s):
(i) (A) certified copies of resolutions of the board of directors of the Borrower (or other appropriate governing body with comparable authority) approving the Commitment Increase, and (B) a certificate of the President, a Vice President or the Chief Financial Officer of the Borrower as to the satisfaction of the conditions set forth in Section 4.2(b) and (c) as of the date of, and after giving effect to, such Commitment Increase;
(ii) an assumption or joinder agreement from each Additional Lender, if any, owing in respect of such increase form and substance satisfactory to the Administrative Agent Borrower and such Additional Lender (each an “Assumption Agreement”), duly executed by such Additional Lender and the Lenders will have been paidBorrower; and
(iii) the Company shall be in pro forma compliance with confirmation from each Increasing Lender of the covenants increase in the amount of its Commitment in a writing satisfactory to the Borrower. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 11.12 2.14(d), the Increasing Lenders and Additional Lender(s), as applicable, shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile or other electronic means, of the last day occurrence of the most recently ended Computation Period Commitment Increase to be effected on such Increase Date, shall record in the Register the relevant information with respect to each Increasing Lender and each Additional Lender on such date, and shall revise and distribute to the Lenders and the Borrower a new Schedule 1.1-C to reflect the Commitments and Applicable Percentages of all Lenders (including any Additional Lenders) after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after Increase. Upon the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment effectiveness of such Commitment Increase; , the Commitments of each of the Lenders (including any Additional Lenders), and (iv) the Company outstanding amount of all Revolving Loans shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent reallocated among such Lenders in connection accordance with any such transactionCommitments and Applicable Percentages.
(de) Upon In order to effect the effectiveness of any Commitment Increase of any Incremental reallocations described in Section 2.14(d), each Additional Lender that is not already and each Increasing Lender (each a Lender pursuant to this Section 2.1.2, such Incremental Lender “Purchasing Lender”) shall be deemed to be a “Lender” hereunderhave purchased the rights, title and interest in, and henceforth all obligations in respect of, a pro rata portion of the Applicable Percentages and/or Commitments and outstanding Revolving Loans, as applicable, of the other Lenders, so that the Commitments and Applicable Percentages of all Lenders (including any Additional Lenders) will be as set forth on the revised Schedule 1.1-C. Such purchases shall be entitled deemed to all the rights have been effected by way of, and benefits accruing tosubject to the terms and conditions of, Lenders hereunder and shall Assignment Agreements without the payment of any related assignment fees and, except for any new or replacement Notes to be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect provided to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Purchasing Lenders in proportion to the principal amounts of their respective Commitments, as revised no other documents or instruments shall be, or shall be required to reflect the increase be, executed in the Commitmentsconnection with such assignments (all of which are hereby waived). The terms Lenders shall make cash settlements among themselves with respect to such reallocations and assignments. To the extent such reallocations and payments to Lenders in respect of any Revolving Loans on the Increase Date result in losses, costs or expenses to such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those Lenders of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline types subject to arrange the increase in Commitment sought reimbursement by the Company but is under no obligation Borrower pursuant to arrange or consummate any Section 2.11, the Borrower shall promptly pay such increase. The Company will cooperate with amounts to the Administrative Agent in such effortsaffected Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Transocean Partners LLC), Credit Agreement (Transocean Partners LLC)
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek to Borrowers may request that the Administrative Agent increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative AgentMaximum Revolving Amount; provided that, that the aggregate principal amount of all Commitment Increases increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of agree that the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitments, including the desired increase. No Commitment Increase shall become effective until following requirements: (A) each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrowers and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders will have been paid; (iii) the Company such replacement or additional Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent in connection with any (if Notes have been requested by such transactionLender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(diii) Upon On each Additional Lender Assumption Effective Date, the effectiveness Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the Borrowers shall pay to the Lenders any Commitment Increase amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans). The Borrowers shall not request any Incremental Lender that is not already a Lender increase in the Maximum Revolving Amount pursuant to this Section 2.1.2subsection (b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions of credit made pursuant thereto Lenders shall be identical enter into an amendment to those of the other Commitments evidence such increase and the extensions of credit made pursuant thereto. Each Commitment Increase shall be to address related provisions as deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect necessary or decline to arrange the increase in Commitment sought appropriate by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsAgent.
Appears in 2 contracts
Sources: Credit Agreement (Universal Logistics Holdings, Inc.), Credit and Security Agreement (Universal Logistics Holdings, Inc.)
Increase in Commitment. (ai) The Company mayAt any time during the Commitment Increase Period, Borrower may request that Agent increase the Revolving Amount from the Closing Revolving Amount up to an amount that shall not exceed the Maximum Revolving Amount. Each such request for an increase shall be in an amount of at least Five Million Dollars ($5,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”); or, with an amendment satisfactory to Borrower, Agent and the Required Lenders, adding an additional facility (which is also referred to in this Agreement as, and included in the definition of, Additional Commitment) to this Agreement with existing (with their prior written consent) or additional Lenders (each of which is also referred to in this Agreement as, and included in the definition of, Additional Lender).
(ii) During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at its option any time after least three Business Days prior to the consummation date of a Qualified IPO and before the Termination Date, seek to increase the effectiveness of such Additional Commitments (any each an “Additional Lender Assumption Effective Date”), (C) Borrower shall execute and deliver to Agent and the Lenders such increasereplacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders), a “Commitment Increase”(D) upon written notice with respect to the Administrative Agent; provided thatReal Property located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, Borrower shall (unless waived by Agent and the aggregate Required Lenders) deliver to Agent and the Lenders an amendment to the Mortgage for such Real Property, increasing the maximum principal amount of all Commitment Increases indebtedness secured thereby to an amount equal to the Revolving Amount (as increased pursuant to this Section 2.9(b)), (E) if an additional facility is being added as aforesaid, then Borrower, Agent and the Required Lenders shall not exceed $200,000,000execute an appropriate amendment to this Agreement. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(biii) Any such notice delivered On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Administrative Agent in connection Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with a Commitment Increase respect thereto as shall be delivered at a time when no Unmatured Event necessary, in the opinion of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject in order to reallocate among such Lenders such outstanding amounts, based on the consent revised Commitment Percentages and to otherwise carry out fully the intent and terms of the Company, which this Section 2.9(b) (and Borrower shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis pay to the Lenders or on any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a non pro-rata basis to prepayment of one or more Lenders and/or other Persons Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (other than Ineligible Institutionsor decreased except pursuant to Section 2.9(a) reasonably acceptable to each of hereof) without the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender prior written consent of such revised allocations of Lender. Borrower shall not request any increase in the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent Revolving Amount pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.9(b) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in including a pro forma compliance with each calculation of the financial covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv5.7 hereof) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 2 contracts
Sources: Credit and Security Agreement (Shiloh Industries Inc), Credit and Security Agreement (Shiloh Industries Inc)
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek to Borrower may request that the Administrative Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice to Amount by increasing the Administrative AgentMaximum Revolving Amount; provided that, that the aggregate principal amount of all Commitment Increases such increases made pursuant to this Section 2.9(b) shall not exceed One Hundred Fifty Million Dollars ($200,000,000150,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of agree that the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitments, including the desired increase. No Commitment Increase shall become effective until following requirements: (A) each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent and the Lenders will have been paid; (iii) the Company such replacement or additional Revolving Credit Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent in connection with any such transaction(and requested by the Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(diii) Upon On each Additional Lender Assumption Effective Date, the effectiveness Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and the Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurocurrency Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any increase in the Total Commitment Increase of any Incremental Lender that is not already a Lender Amount pursuant to this Section 2.1.22.9(b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of credit made pursuant thereto the Maximum Revolving Amount, the Total Commitment Amount shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought increased by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortssame amount.
Appears in 2 contracts
Sources: Credit and Security Agreement (Sleep Number Corp), Credit and Security Agreement (Sleep Number Corp)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (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 Section 2.08 plus the Commitments of the Additional Lenders upon written giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000Lenders.
(b) Any such notice delivered Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent in connection signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage 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, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with a respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be delivered at true) of a time when duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding If any Loans are outstanding upon the foregoingeffective date of any Commitment Increase, no each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be established unlessdeemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, subject with such Loan(s) being in (A) in an amount equal to Section 1.3the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect in each case, immediately prior to such Commitment Increase; ) and (iiy) all fees in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iiiB) the Company shall be in pro forma compliance with each of the covenants set forth same Type(s) and having the same Interest Periods(s) as each Loan described in Section 11.12 as of the last day of the most recently ended Computation Period preceding clause (A), such that after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of Loan made on the relevant Computation Period but on or prior to or simultaneous with the establishment date of such Commitment Increase; and , each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (iv) the Company after giving effect to such Commitment Increase). The Borrower shall deliver or cause pay to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with any such transactionCommitment Increase.
(d) Upon Notwithstanding any provision contained herein to the effectiveness contrary, from and after the date of any Commitment Increase and the making of any Incremental Lender that is not already a Lender Loans on such date pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increaseparagraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans and all such other credit exposure comprising any Loan shall be held ratably by take into account the Lenders in proportion to their respective Commitments, as revised to reflect actual Commitment of each Lender (including the increase in the Commitments. The terms of any such Commitment Increase Additional Lender) and the extensions principal amount outstanding of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange by each such Lender during the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsrelevant period of time.
Appears in 2 contracts
Sources: Revolving Credit Agreement (South Jersey Gas Co/New), Revolving Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”). During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall be an Eligible Transferee and shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrower shall pay to the Lenders any amounts that would cause a prepayment of one or more Eurodollar Loans) In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) The Company may, at its option any time after hereof) without the consummation prior written consent of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases Lender. Borrower shall not exceed $200,000,000.
(brequest any increase in the Total Commitment Amount pursuant to this Section 2.9(b) Any such notice delivered to the Administrative Agent in connection with if a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortswould exist.
Appears in 2 contracts
Sources: Fourth Amendment Agreement (Cintas Corp), Fourth Amendment Agreement (Cintas Corp)
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to Borrower may request that Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice Amount from the Closing Commitment Amount up to the Administrative Agent; provided that, the aggregate principal an amount of all Commitment Increases that shall not exceed $200,000,000.
(b) Any the Maximum Commitment Amount. Each such notice delivered to the Administrative Agent in connection with a Commitment Increase increase shall be delivered in an amount of at a time when no Unmatured Event least Ten Million Dollars ($10,000,000), increased by increments of Default or Event of Default has occurred One Million Dollars ($1,000,000), and is continuing and shall specify may be made by either (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orproportionally increasing, if lessfor one or more Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Companywith their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the date (each, an “Increased Amount DateAdditional Commitment”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations). The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including Period, the Lenders agree that Agent, in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to , may permit one or more Lenders and/or other Persons Additional Commitments upon satisfaction of the following requirements: (other than Ineligible InstitutionsA) reasonably acceptable each Additional Lender, if any, shall be an Eligible Transferee and shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Administrative Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, facility fees, utilization fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, each Issuing Bank in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the Company which have expressed a desire to accept intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.9(b) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 2 contracts
Sources: Credit Agreement (Cintas Corp), Credit Agreement (Cintas Corp)
Increase in Commitment. (ai) The Company may, at its option At any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to Agent, Nordson may request that the Administrative Agent; provided that, Total Commitment Amount be increased by an amount not to exceed Five Hundred Million Dollars ($500,000,000) in the aggregate principal amount for all such increases from the Closing Date until the last day of all the Commitment Increases shall not exceed $200,000,000.
Period, provided that (bA) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase and (B) Nordson shall specify (i) have delivered to Agent, together with such written notice, a copy of Nordson’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the borrowing of the requested increase in the Total Commitment Amount, which resolutions shall be certified by the Secretary of Nordson as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to each Bank. Nordson shall set forth in such request the amount of such the requested increase in the Total Commitment Increase Amount (which in each case shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum in a minimum amount of Commitment Increase remaining to be established hereunderTwenty-Five Million Dollars ($25,000,000)) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after and the date on which such notice increase is delivered requested to become effective (which shall be not less than 10 Business Days nor more than sixty (60) days after the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion date of such Commitment Increase request and that, in any event, must be allocated and the amounts of such allocations. The Administrative Agent, subject at least ninety (90) days prior to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period Commitment Period), and shall offer each Bank the opportunity to increase its Revolving Commitment. Each Bank shall, by notice to Nordson and Agent given not more than ten (10) days after the date of Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each such Bank so agreeing being an “Increasing Bank”) or decline to increase its Revolving Commitment (and any such Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Commitment and each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Commitment Amount requested by Nordson, Nordson may arrange for one or more banks or other entities that are reasonably acceptable to Agent (each such Person so agreeing being an “Augmenting Bank”) so long as such Augmenting Bank shall have a Revolving Commitment of not less than Ten Million Dollars ($10,000,000), and Nordson and each Augmenting Bank shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Bank with a Revolving Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Nordson if Nordson is unable to arrange for, or chooses not to arrange for, Augmenting Banks, in the full amount. If Increasing Banks and/or Augmenting Banks offer Revolving Commitment increases or new Revolving Commitments, as the case may be, in excess of the aggregate increase amount requested by Nordson, then Agent shall, in consultation with Nordson, determine each such Increasing Bank’s or Augmenting Bank’s percentage of the increased amount.
(ii) Any increase in the Total Commitment Amount pursuant to this Section 2.07(b) shall not serve to increase the Foreign Borrower Borrowing Limit.
(iii) Each of the parties hereto agrees that Agent may, in consultation with Nordson, take any and all actions as may be reasonably necessary to ensure that after giving effect to such any increase in the Total Commitment Increase and other customary and appropriate pro forma adjustment eventsAmount pursuant to this Section, including any Acquisitions or dispositions after the beginning outstanding Revolving Loans (if any) are held by the Banks with Revolving Commitments in accordance with their new Commitment Percentages. This may be accomplished at the discretion of Agent: (w) by requiring the relevant Computation Period but on or prior outstanding Loans to or simultaneous be prepaid with the establishment proceeds of such Commitment Increasenew Loans; (x) by causing the Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and Augmenting Banks; (ivy) by permitting the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by Loans outstanding at the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness time of any increase in the Total Commitment Increase of any Incremental Lender that is not already a Lender Amount pursuant to this Section 2.1.2, such Incremental Lender shall be deemed 2.07(b) to be a “Lender” hereunder, and henceforth shall be entitled to all remain outstanding until the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those last days of the respective Interest Periods therefor, even though the Banks would hold such Loans other Commitments and than in accordance with their new Commitment Percentages; or (z) by any combination of the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsforegoing.
Appears in 2 contracts
Sources: Credit Agreement (Nordson Corp), Credit Agreement (Nordson Corp)
Increase in Commitment. (a) The Company At any time prior to May 1, 2015, Borrower may, at its option any time after and subject to the consummation of a Qualified IPO and before the Termination Dateconditions set forth below in this §2.8, seek request up to three (3) times that Agent increase the aggregate Commitments by (any such increase, i) admitting additional Lenders hereunder (each a “Commitment IncreaseSubsequent Lender”) upon written notice and/or (ii) increasing the Commitment of any Lender (each an “Increasing Lender”) subject to the Administrative Agent; provided that, following conditions:
(a) each Subsequent Lender shall meet the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.conditions for an Eligible Assignee;
(b) Any such notice delivered if requested by the applicable Lender, Borrower executes new Notes payable to the Administrative Agent in connection with order of each Subsequent Lender, or a Commitment Increase shall be delivered at a time when no Unmatured Event of Default new or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered replacement Note payable to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity order of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.Increasing Lender;
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject each Subsequent Lender executes and delivers to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect Agent a signature page to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause this Agreement evidencing its agreement to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent in connection with any such transaction.an acknowledgement of its increased Commitment;
(d) Upon Borrower and Agent shall have executed new Security Documents and/or modifications of the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements Security Documents and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised Loan Documents to reflect the increase in the Commitments. The terms Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens;
(e) after giving effect to the admission of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect Subsequent Lender or decline to arrange the increase in the Commitment sought of any Increasing Lender, the sum of all Commitments does not exceed $200,000,000;
(f) each increase in the total Commitments shall be in the amount of at least $10,000,000;
(g) all of the representations and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date);
(h) no Default or Event of Default exists or would result therefrom;
(i) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the Company but is under no obligation written consent of such Lender; 6231593.9\0334186
(j) Borrower shall have delivered to arrange or consummate any such Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase. The Company will cooperate , with the Administrative covenants contained in §9; and
(k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such effortsLoan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Loans will change in accordance with its pro rata share of the increased Term Commitments.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior to such proposed increase.
Appears in 1 contract
Sources: Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when Provided no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, the Borrower and shall specify (i) Parent may, on any Business Day prior to the Termination Date increase the aggregate amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed the Commitments by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered delivering to the Administrative Agent a document Commitment Amount Increase Request in the form reasonably satisfactory of Exhibit E hereto at least five (5) Business Days prior to the Administrative Agent pursuant desired effective date of such increase (the "Commitment Amount Increase") identifying an additional Bank (or additional Commitment agreed to which be made by any such Incremental Lender states existing Bank) and the amount of its Commitment Increase (or additional amount of its Commitment); PROVIDED, HOWEVER, that the Parent and agrees to assume and accept Borrower may only request an increase in the obligations and rights aggregate amount of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or Commitments if immediately after giving effect to such Commitment IncreaseAmount Increase the aggregate principal amount of the Borrower's obligations owing under the Indenture shall be less than the Euro equivalent of $100,000,000; (ii) all fees and expensesPROVIDED FURTHER that such new or increased Commitment may not be in excess of the difference, if any, between $100,000,000 MINUS the U.S. Dollar Equivalent of the principal amount of the Borrower's obligations owing under the Indenture. The amount of the permitted increase in respect Commitments shall be calculated using the U.S. Dollar Equivalent of the principal amount redeemed under the Indenture on the date notice of such increase redemption is delivered to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each holders of the covenants set forth debt outstanding under the Indenture. Upon the effectiveness thereof, each new Bank (or, if applicable, each existing Bank which consented to an increase in Section 11.12 as of the last day of the most recently ended Computation Period its Commitment) shall advance Loans in an amount sufficient such that after giving effect to its Loans each Bank shall have outstanding its PRO RATA share of Loans. It shall be a condition to such Commitment Increase effectiveness that no Eurocurrency Loans be outstanding on the date of such effectiveness and other customary and appropriate pro forma adjustment events, including that the Borrower shall not have terminated any Acquisitions or dispositions after the beginning portion of the relevant Computation Period but on Commitments pursuant to Section 1.13 hereof. The Borrower agrees to pay any fees or prior to or simultaneous with the establishment expenses of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Bank shall have any obligation to increase its Commitment and all such other credit exposure no Bank's Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedBank may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits Commitment.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Jones Lang Lasalle Inc)
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek to Borrowers may request that the Administrative Agent increase the Total Commitment Amount by (A) increasing the Maximum Revolving Amount, or (B) adding an additional term loan facility (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed One Hundred Million Dollars ($100,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (1) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments (any such increase2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During the Commitment Increase”) upon written notice to Increase Period, all of the Lenders agree that the Administrative Agent; provided that, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the aggregate principal following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of all at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrowers and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Increases Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (D) the applicable Borrowers shall not exceed $200,000,000.
(b1) Any such notice delivered deliver to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event the resolutions of Default the board of directors (or Event of Default has occurred and is continuing and shall specify (iother governing body) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orBorrower, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunderAgent, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect evidencing approval of such increase and the consummation of the transactions contemplated thereby and (2) if requested by the Administrative Agent, deliver to the Administrative Agent an opinion of counsel with respect to such increase, in form and substance reasonably satisfactory to the Administrative Agent, and (E) the applicable Borrowers shall execute and deliver to the Administrative Agent and the Lenders will have been paid; (iii) the Company such replacement or additional Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent in connection with any (if Notes have been requested by such transactionLender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(diii) Upon On each Additional Lender Assumption Effective Date with respect to the effectiveness Specific Commitment being increased, as appropriate, the Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the appropriate Borrowers shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Term SOFR Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) above) without the prior written consent of such Lender. The Borrowers shall not request any increase in the Total Commitment Increase of any Incremental Lender that is not already a Lender Amount pursuant to this Section 2.1.2subsection (b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon the addition of credit made pursuant thereto the Additional Term Loan Facility and upon each increase of the Maximum Revolving Amount, the Total Commitment Amount shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought increased by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortssame amount.
Appears in 1 contract
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek to Borrower may request that the Administrative Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice to Amount by increasing the Administrative AgentMaximum Revolving Amount; provided that, that the aggregate principal amount of all Commitment Increases such increases made pursuant to this Section 2.9(b) shall not exceed One Hundred Fifty Million Dollars ($200,000,000150,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”). Notwithstanding the foregoing or anything to the contrary set forth herein, the extension of the 2020 Term Loans on the Second Amendment Effective Date shall be deemed to have occurred under this Section 2.9(b). After giving effect thereto, the amount available under this Section 2.9(b) for future increases shall be Seventy Five Million Dollars ($75,000,000).
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of agree that the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitments, including the desired increase. No Commitment Increase shall become effective until following requirements: (A) each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent and the Lenders will have been paid; (iii) the Company such replacement or additional Revolving Credit Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent in connection with any such transaction(and requested by the Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(diii) Upon On each Additional Lender Assumption Effective Date, the effectiveness Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and the Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurocurrency Loans). In connection therewith, it is understood and agreed that the Maximum Revolving Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any increase in the Total Commitment Increase of any Incremental Lender that is not already a Lender Amount pursuant to this Section 2.1.22.9(b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of credit made pursuant thereto the Maximum Revolving Amount, the Total Commitment Amount shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought increased by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortssame amount.
Appears in 1 contract
Increase in Commitment. (a) The Company Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, at its option on any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days Day after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agenthereof, subject to without the consent of any Bank but with the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each written consent of the Administrative Agent, each Issuing Bank Letter of Credit Issuer and the Company Swing Lender (which have expressed consents shall not be unreasonably withheld or delayed), increase the aggregate amount of the Commitments by delivering a desire Commitment Amount Increase Request at least five (5) Business Days prior to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender desired effective date of such revised allocations of increase (the Commitments, including the desired increase. No “Commitment Increase shall become effective until each of the Incremental Lenders extending such Amount Increase”) identifying an additional Bank (or additional Commitment Increase agreed to be made by any existing Bank) and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees (or additional amount of its Commitment); provided, however, that any increase in the aggregate amount of the Commitments to assume and accept an amount in excess of U.S. $750,000,000 will require the obligations and rights approval of a Lender hereunderthe Required Banks; provided further that prior to approaching an additional Bank, and the Company accepts such new Borrower shall have offered to the existing Banks the opportunity to increase their respective Commitments.
(c) Notwithstanding . The effective date of the foregoing, no Commitment Amount Increase shall be established unlessagreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, subject each new Bank (or, if applicable, each existing Bank which consented to Section 1.3, (ian increase in its Commitment) no Unmatured Event of Default or Event of Default shall exist on advance Loans in an amount sufficient such Increased Amount Date before or that after giving effect to its Loan each Bank shall have outstanding its pro rata share of Loans. It shall be a condition to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect effectiveness that no Euro-Dollar Loans or Euro-Canadian Dollar Loans be outstanding on the date of such increase effectiveness and that the Borrower shall not have terminated any portion of the Commitment pursuant to Section 2.8 hereof. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Bank shall have any obligation to increase its Commitment and all such other credit exposure no Bank’s Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedBank may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits Commitment.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to Borrower may request that Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice Amount from the Closing Commitment Amount up to the Administrative Agent; provided that, the aggregate principal an amount of all Commitment Increases that shall not exceed $200,000,000.
(b) Any the Maximum Commitment Amount. Each such notice delivered to the Administrative Agent in connection with a Commitment Increase increase shall be delivered in an amount of at a time when no Unmatured Event least Ten Million Dollars ($10,000,000), increased by increments of Default or Event of Default has occurred One Million Dollar ($1,000,000), and is continuing and shall specify may be made by either (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orproportionally increasing, if lessfor one or more Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Companywith their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the date (each“Additional Commitment”); provided, an “Increased Amount Date”) on which the Company proposes however, that such Commitment Increase existing Lenders shall be effective, which shall be a date not less than ten Business Days after given the date on which such notice is delivered first opportunity to provide the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocationsAdditional Commitments. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including Period, the Lenders agree that Agent, in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to , may permit one or more Lenders and/or other Persons Additional Commitments upon satisfaction of the following requirements: (other than Ineligible InstitutionsA) reasonably acceptable each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Administrative Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans 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 Agent, each Issuing Bank in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the Company which have expressed a desire to accept intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.9(b) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to Borrower may request that Agent increase the Commitments (any such increase, a “Commitment Increase”) upon written notice Revolving Amount from the Closing Revolving Amount up to the Administrative Agent; provided that, the aggregate principal an amount of all Commitment Increases that shall not exceed $200,000,000.
(b) Any the Maximum Revolving Amount. Each such notice delivered to the Administrative Agent in connection with a Commitment Increase request for an increase shall be delivered in an amount of at a time when no Unmatured Event least Ten Million Dollars ($10,000,000), increased by increments of Default or Event of Default has occurred and is continuing and shall specify One Million Dollars ($1,000,000), and, if Agent agrees to such increase in the Revolving Amount, may be made by either (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orincreasing, if lessfor one or more Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Companywith their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the date Revolving Credit Commitment, as a party to this Agreement (eachcollectively, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations"Additional Commitments"). The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including Period, all of the Lenders agree that Agent, in its reasonable sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an "Additional Lender Assumption Effective Date"), (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrower shall, on either a ratable basis the Additional Lender Assumption Effective Date, deliver to Agent, for the benefit of the Lenders, an opinion of counsel, in form and substance satisfactory to Agent, indicating that the Obligations incurred pursuant to the Additional Commitments are permitted to be incurred, and permitted to be secured, pursuant to the Senior Notes Documents. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans 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 Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrower shall pay to the Lenders or on any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a non pro-rata basis to prepayment of one or more Lenders and/or other Persons Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (other than Ineligible Institutionsor decreased except pursuant to Section 2.9(a) reasonably acceptable to each hereof) without the prior written consent of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept such Lender. Borrower shall not request any increase in the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.9(b) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to would exist. Upon each increase of the Administrative Agent and Revolving Amount, the Lenders will have been paid; (iii) the Company Total Commitment Amount shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionproportionally increased.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit and Security Agreement (Kratos Defense & Security Solutions, Inc.)
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon Borrower may request by written notice to the Administrative Agent; provided thatAgent (A) an increase to the Revolving Amount, (B) to add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below) or (C) to increase the aggregate principal amount of the Term Loan made on the Closing Date (a “Term Loan Increase”); provided that the aggregate amount of all Commitment Increases increases and additions (revolver and term) made pursuant to this subsection (b) shall not exceed $200,000,000.
50,000,000 and provided, further, that no such increase or addition shall be permitted if (bI) Any the Leverage Ratio would, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement, exceed the lesser of (x) 3.90:1.00 and (y) the maximum Leverage Ratio then permitted under Section 5.7(a) or (II) the covenant contained in Section 5.7(c) would not be satisfied on a pro forma basis for the most recent determination period, after giving effect to the making of any loans to be made on the date of effectiveness thereof (in each case assuming the Revolving Amount is fully drawn on such effective date) and other appropriate pro forma adjustments in accordance with this Agreement. Each such request for an increase or addition shall be in an amount of at least $10,000,000, increased by increments of $1,000,000, and may be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more then existing Lenders, with their prior written consent, with respect to any Term Loan Increase or Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with respect to a Term Loan Increase or an Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”), as described below. Upon receipt of written notice delivered to from the Borrower requesting any such increase or addition, the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) promptly notify the amount applicable Lenders of such Commitment Increase request. At the time of sending such notice to the applicable Lenders, the Borrower (which shall not be less than $10,000,000 (unless otherwise agreed by in consultation with the Administrative Agent) orshall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than five Business Days from the date of delivery of such notice). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Amount, or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, and, if lessso, the maximum amount thereof. Any applicable Lender so approached to provide all or a portion of an increase to the Revolving Amount or provide a portion of the relevant Additional Term Loan Facility or Term Loan Increase, may elect or decline the same, in its sole discretion. Any applicable Lender not responding within such time period shall be deemed to have declined the same. The Administrative Agent shall notify the Borrower of the applicable Lenders’ responses to each request made under this Section. To achieve the full amount of Commitment Increase remaining a requested increase or addition, the Borrower may if necessary after receipt of responses from the applicable Lenders also invite one or more Additional Lenders to be established hereunder) sought by become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory to the Company, Administrative Agent.
(ii) During the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effectivePeriod, which shall be a date not less than ten Business Days after all of the date on which such notice is delivered to Lenders agree that the Administrative Agent (unless otherwise agreed by the Administrative Agent Agent, in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to permit one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each Additional Commitments upon satisfaction of the Administrative Agent, following requirements: (A) each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of at least $1,000,000, (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, on or prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders will have been paid; (iii) the Company such replacement or additional Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent in connection with any (and requested by such transactionLender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(diii) Upon On each Additional Lender Assumption Effective Date (except in the effectiveness case of an Additional Term Loan Facility), as appropriate, the relevant Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among the applicable Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Commitment Increase Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any Incremental Lender that is not already increase or addition pursuant to subsection (b)(i) if a Lender Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase or addition, would exist. The terms applicable to the Revolving Loans (and Revolving Credit Commitments) in respect of an increase to the Revolving Amount and the terms applicable to the portion of the Term Loan in respect of a Term Loan Increase, in each case pursuant to this Section 2.1.22.10, such Incremental Lender shall be deemed substantially identical to the terms then applicable to existing Revolving Loans (and Revolving Credit Commitments) or to the existing portion of the Term Loan, as the case may be; provided however that the initial issue price of the loans subject to a Term Loan Increase need not be so identical so long as such issue price is not less than the issue price that would produce a Yield Differential as between the Term Loan issued on the Closing Date and the loans to be a “Lender” hereunderissued as part of such Term Loan Increase.
(iv) Notwithstanding anything herein to the contrary, and henceforth shall be entitled to all at the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase or addition contemplated by this Section 2.10(b), the Administrative Agent, the Credit Parties and the extensions Lenders providing such increase or addition shall enter into an amendment to evidence such increase or addition and such amendment may, without the consent of credit made pursuant thereto shall any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be identical to those necessary or appropriate in the reasonable opinion of the Administrative Agent to effect the provisions of this Section 2.10(b) (including, without limitation, amendments to the definitions in this Agreement to designate “classes” or “tranches” of loans, borrowings and commitments, and related terms, and to Section 9.8 hereof for the purpose of treating such increases pari passu with the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loanloans established hereunder). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.10(b) and hereby waive the requirements of any provision of this Agreement or any other Loan Document that may elect otherwise prohibit the transactions contemplated by this Section 2.10(b). Upon each increase of the Revolving Amount, Term Loan Increase or decline addition of the Additional Term Loan Facility, the Total Commitment Amount shall be increased by an amount equal to arrange the amount of such increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsaddition.
Appears in 1 contract
Sources: Credit and Security Agreement (Ignite Restaurant Group, Inc.)
Increase in Commitment. (a) After the Closing Date, the Borrowers shall have the one time right to request that the Administrative Agent obtain additional Commitments (the "ADDITIONAL COMMITMENT") so that the Commitments aggregate an amount equal to Two Hundred Twenty-Five Million Dollars ($225,000,000) (the "INCREASED FACILITY AMOUNT"), which request shall be made by the Company on behalf of the Borrowers giving written notice (the "ADDITIONAL COMMITMENT NOTICE") to the Administrative Agent prior to the date which is 180 days prior to the Maturity Date setting forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon such request, the Administrative Agent shall, at the Borrowers' sole cost and expense of documentation and legal fees in connection therewith, use its reasonable efforts, in accordance with its customary syndication procedures, with the assistance of the Borrowers, to arrange a syndicate of Lenders with Commitments (including the initial Commitments), aggregating the Increased Facility Amount on or before the date which is 150 days after the Additional Commitment Notice was received by the Administrative Agent (the "SYNDICATION EXPIRATION DATE"). The Company mayAdministrative Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitment to the extent of each Lender's pro-rata share of the proposed Additional Commitment prior to proposing additional bank syndicate members. If any existing Lender shall not agree to provide its pro-rata share of the proposed Additional Commitment within 10 days after receipt from the Administrative Agent of a request to accept such pro-rata share of the proposed Additional Commitment, prior to commencing syndication, the Administrative Agent shall submit a list of proposed bank syndicate members (who indicate a willingness to accept all or a portion of the amount of the proposed Additional Commitment) to the Borrowers; provided, that, notwithstanding any existing Lender's rejection of its pro-rata share of the proposed Additional Commitment, such existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Administrative Agent shall have no further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Lender which is the Administrative Agent shall have the right, at its option any time after option, to commit to make the consummation Additional Commitment available to the Borrowers and, if the Lender which is the Administrative Agent shall so elect to commit to making the Additional Commitment available to the Borrowers, to arrange a syndicate of a Qualified IPO and before Lenders with Commitments aggregating the Termination Date, seek Increased Facility Amount. In the event that lenders commit to increase the Commitments (any such increase, a “any new lender shall execute an accession agreement to this Agreement, the Commitments of the existing Lenders which have committed to provide any of the Additional Commitment Increase”) upon written notice shall be increased, the pro-rata shares of the Lenders shall be adjusted, the Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Administrative Agent; provided that, Loan Documents as may be necessary to reflect the aggregate principal amount amount, if any, by which Lenders have agreed to increase their respective Commitments or make new Commitments in response to the Borrowers' request for an increase in the aggregate Commitments pursuant to this Section 2.20 and which other changes do not adversely affect the rights of all Commitment Increases those Lenders who do not elect to increase their respective Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the aggregate Commitments shall not exceed $200,000,000be agreed upon by the Administrative Agent and the Borrowers at the time of such increase.
(b) Any such notice delivered to Notwithstanding the Administrative Agent foregoing, an increase in connection with a Commitment Increase the aggregate amount of the Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify effective only if (i) no Default shall have occurred and be continuing on the amount date of the Additional Commitment Notice and the date such increase is to become effective; (ii) each of the representations and warranties made by each of the Borrowers in this Agreement and the other Loan Documents shall be true and complete on and as of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such Commitment Increase date (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if lessany such representation or warrant is expressly stated to have been made as of a specific date, the maximum amount as of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and specific date); (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to received (x) such documents and certificates as the Administrative Agent a document in form or its counsel may reasonably satisfactory request relating to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect authorization of such increase and (y) a favorable written opinion (addressed to the Administrative Agent and the Lenders will have been paid; (iiiLenders) of counsel for the Company shall be Borrowers substantially in pro forma compliance with each the form of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period EXHIBIT E-1, after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increaseincrease; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender and its Subsidiaries shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate compliance with the Administrative Agent in such effortsArticle VI.
Appears in 1 contract
Increase in Commitment. (a) After the Closing Date, the ---------------------- Borrower shall have the right on up to three (3) occasions to request that the Agent obtain additional Commitments (the "Additional Commitments") so that the Revolving Commitments aggregate an amount equal to One Hundred and Seventy-Five Million Dollars ($175,000,000) and the Commitments aggregate an amount equal to Three Hundred and Twenty-Five Million Dollars ($325,000,000) (the "Increased Facility Amount"), each which request shall be made by the Borrower giving written notice (the "Additional Commitment Notice") to the Agent prior to the date which is one hundred and twenty (120) days after the date of this Agreement setting forth such details with respect thereto as are reasonably requested by the Agent. Upon such request, the Agent shall, at the Borrower's sole cost and expense of documentation and legal fees in connection therewith, use its reasonable efforts, in accordance with its customary syndication procedures, with the assistance of the Borrower, to arrange a syndicate of lenders with Revolving Commitments (including the initial Revolving Commitments), aggregating the Increased Facility Amount on or before the date which is ninety (90) days after the Additional Commitment Notice was received by the Agent (the "Syndication Expiration Date"). The Company mayAgent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitments to the extent of each Lender's pro-rata share of the proposed Additional Commitments prior to proposing additional bank syndicate members. If any existing Lender shall not agree to provide its pro-rata share of the proposed Additional Commitments within 10 days after receipt from the Agent of a request to accept such pro-rata share of the proposed Additional Commitments, prior to commencing syndication, the Agent shall submit a list of proposed bank syndicate members (who indicate a willingness to accept all or a portion of the amount of the proposed Additional Commitments) to the Borrower; provided that, notwithstanding any existing Lender's rejection of its pro-rata share of the proposed Additional Commitments, such existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Agent shall have no further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Lender which is the Agent shall have the right, at its option any time after option, to commit to make the consummation Additional Commitments available to the Borrower and, if the Lender which is the Agent shall so elect to commit to making the Additional Commitments available to the Borrower, to arrange a syndicate of a Qualified IPO and before Lenders with Commitments aggregating the Termination Date, seek Increased Facility Amount. In the event that lenders commit to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice any new lender shall execute an accession agreement to this Agreement, the Revolving Commitments of the existing Lenders which have committed to provide any of the Additional Commitments shall be increased, the pro-rata shares of the Lenders shall be adjusted, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Administrative Agent; provided that, Loan Documents as may be necessary to reflect the aggregate principal amount amount, if any, by which Lenders have agreed to increase their respective Revolving Commitments or make new Revolving Commitments in response to the Borrower's request for an increase in the aggregate Commitments pursuant to this Section 2.22 and which other changes do not adversely affect the rights of all Commitment those Lenders who do not elect to increase their respective Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Commitments. Increases in the Revolving Commitments shall not exceed $200,000,000be allocated two- thirds (2/3) to the Revolving Tranche A Commitments and one-third (1/3) to the Revolving Tranche B -57- Commitments. Any fees payable by the Borrower upon any such increase in the aggregate Commitments shall be agreed upon by the Agent and the Borrower at the time of such increase.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase an increase in the aggregate amount of the Commitments shall be established unless, subject to Section 1.3, effective only if (i) no Unmatured Event of Default or Event of Default shall exist have occurred and be continuing on the date such Increased Amount Date before or after giving effect increase is to such Commitment Increasebecome effective; (ii) all fees each of the representations and expenseswarranties made by the Borrower in this Agreement and the other Loan Documents shall be true and correct on and as of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (or, if anyany such representation or warrant is expressly stated to have been made as of a specific date, owing in respect as of such increase to the Administrative Agent specific date); and the Lenders will have been paid; (iii) the Company Agent shall be in pro forma compliance with each of have received such documents and certificates as the covenants set forth in Section 11.12 as of Agent or its counsel may reasonably request relating to the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment authorization of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionincrease.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Facilities Agreement (Choice Hotels International Inc /De)
Increase in Commitment. (a) The Company Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, at its option on any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days Day after the date on which such notice is delivered to hereof, without the consent of any Bank but with the written consent of the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the which consent of the Company, which shall not be unreasonably withheldwithheld or delayed), may allocate increase the aggregate amount of the Commitments by delivering a Commitment Amount Increase Request at least five (which may 5) Business Days prior to the desired effective date of such increase (the "Commitment Amount Increase") identifying an additional Bank (or additional Commitment agreed to be declined made by any Lender (including in its reasonable discretion)existing Bank) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees (or additional amount of its Commitment); provided, however, that any increase in the aggregate amount of the Commitments when added to assume and accept the obligations and rights of a Lender hereunder, "Commitments" under the Related Credit Agreement and the Company accepts such new Canadian Credit Agreement to an amount in excess of $450,000,000 will require the approval of the Required Banks; provided further that prior to approaching an additional Bank, the Borrower shall have offered to the existing Banks the opportunity to increase their respective Commitments.
(c) Notwithstanding . The effective date of the foregoing, no Commitment Amount Increase shall be established unlessagreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, subject each new Bank (or, if applicable, each existing Bank which consented to Section 1.3, (ian increase in its Commitment) no Unmatured Event of Default or Event of Default shall exist on advance Loans in an amount sufficient such Increased Amount Date before or that after giving effect to its Loan each Bank shall have outstanding its pro rata share of Loans. It shall be a condition to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect effectiveness that no Euro-Dollar Loans be outstanding on the date of such increase effectiveness and that the Borrower shall not have terminated any portion of the Commitment pursuant to Section 2.8 hereof. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Bank shall have any obligation to increase its Commitment and all such other credit exposure no Bank's Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedBank may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increaseits Commitment. The Company will cooperate with the Administrative Agent in such efforts.ARTICLE 3
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when Provided no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Termination Date, from time to time, increase the aggregate amount of the Commitments up to a maximum amount of $650,000,000 by delivering a Commitment Amount Increase Request in the form of Exhibit E hereto at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and shall specify each Applicable Issuer in their reasonable discretion or additional Commitment agreed to be made by any existing Lender (ieach such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of such its Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum or additional amount of its Commitment). The effective date of the Commitment Amount Increase remaining to shall be established hereunder) sought agreed upon by the Company, (ii) such Additional Lender and the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which whose agreement shall not be unreasonably withheld, may allocate conditioned or delayed). Upon the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agenteffectiveness thereof, each Issuing Bank Additional Lender shall advance Revolving Loans and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will purchase Participating Interests in all then notify each existing Lender and Incremental Lender outstanding Letters of Credit in an amount sufficient such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or that after giving effect to such Commitment Increase; Revolving Loans and purchases each Lender (iiincluding such Additional Lender) all fees shall have outstanding its respective Percentage of the aggregate Revolving Loans and expenses, if any, owing in respect Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such increase to the Administrative Agent effectiveness and the Lenders will have been paid; (iii) that the Company shall be in pro forma compliance with each not have terminated any portion of the covenants set forth in Commitments pursuant to Section 11.12 as 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the last day Agent (including reasonable fees and disbursements of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (ivcounsel) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Lender shall have any obligation to increase its Commitment and all such other credit exposure no Lender’s Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedLender may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits Commitment.
Appears in 1 contract
Sources: Credit Agreement (Emcor Group Inc)
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period (but no more frequently than once per calendar year), seek to Borrower may request that Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice Amount from the Closing Commitment Amount up to the Administrative Agent; provided that, the aggregate principal an amount of all Commitment Increases that shall not exceed $200,000,000.
(b) Any the Maximum Commitment Amount. Each such notice delivered to the Administrative Agent in connection with a Commitment Increase increase shall be delivered in increments of at a time when no Unmatured Event of Default or Event of Default has occurred least Five Million Dollars ($5,000,000), and is continuing and shall specify may be made by either (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orproportionally increasing, if lessfor one or more Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Companywith their prior written consent, their respective Maximum Amounts, or (ii) the date (eachincluding one or more Additional Lenders, an “Increased each with a new Maximum Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the CompanyRevolving Credit Commitment, which shall not be unreasonably withheldas a party to this Agreement (collectively, may allocate the "Additional Commitment"). During the Commitment Increase (which may be declined by any Lender (including Period, the Lenders agree that Agent, in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to , may permit one or more Lenders and/or other Persons Additional Commitments upon satisfaction of the following requirements: (other than Ineligible InstitutionsA) reasonably acceptable each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Administrative Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an "Assumption Effective Date"), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, each Issuing Bank in order to reallocate among the Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the Company which have expressed a desire to accept intent and terms of this subsection. Borrower shall not request any increase in the Total Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent Amount pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this subsection if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (Pioneer Standard Electronics Inc)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO Closing Date and before the Termination Date, seek to (i) increase the Commitments (any such increase, a “Commitment Increase”) or (ii) establish one or more new term loan commitments (“Term Loan Commitments” and, together with any Commitment Increase, the “Incremental Commitments”) of an existing tranche of term loans or a separate tranche of new term loans (any such term loans, the “Incremental Term Loans”) upon written notice to the Administrative Agent; provided that, that the aggregate principal amount of all Commitment Increases Incremental Commitments shall not exceed $200,000,000250,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable sole discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Persons (other than Ineligible Institutions) Eligible Assignees reasonably acceptable to each of the Administrative Agent, each Issuing Bank Lender, the Swing Line Lender and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Any such notice delivered to the Administrative Agent in connection with Term Loan Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Term Loan Commitments (which shall not be less than $25,000,000 or, if less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the Increased Amount Date, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Incremental Lender. Each Incremental Lender, if not already a Lender hereunder, shall be an Eligible Assignee and reasonably acceptable to the Administrative Agent and no Lender shall be required to participate in any Incremental Term Loans. On or after such Increased Amount Date, the Company, the Administrative Agent and one or more Incremental Lenders may, and without the consent of any other Lender, amend this Agreement pursuant to an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (A) whether such Incremental Term Loans will be part of an existing tranche of Incremental Term Loans or part of a new and separate tranche, (B) the maturity or termination date applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (C) any amortization applicable to the Incremental Term Loans of such tranche, (D) the interest rate or rates applicable to the Incremental Term Loans of such tranche, (E) the fees applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (F) any original issue discount applicable to Incremental Term Loans or Term Loan Commitments of such tranche, (G) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Term Loan Commitments of such tranche and (H) any voluntary or mandatory prepayment requirements or Term Loan Commitment reductions applicable to Incremental Term Loans or Term Loan Commitments of such tranche and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Term Loan Commitments of tranches established after such tranche (it being understood that any such mandatory prepayments may be applied to Term Loans prior to being applied to any Revolving Loans), and implementing such additional amendments to this Agreement as shall be appropriate to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Incremental Term Loans of such tranche, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender or the Swing Line Lender. Except as contemplated by the preceding sentence, the terms of any Incremental Term Loans established under this Section shall be the same as those of the Incremental Term Loans existing at the time such new Incremental Term Loans were made. Notwithstanding the foregoing, (1) except as provided in clauses (A) through (H) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 15.1 without the consent of such Lender unless such consent shall have been obtained, (2) no Incremental Term Loans shall (A) have a maturity date earlier than the Latest Maturity Date without the prior written consent of Lenders holding a majority of the principal amount of the Commitments or the Incremental Term Loans of any tranche maturing prior to such date, (B) have scheduled amortization of more than 5% of the original principal amount of such Incremental Term Loan per annum or (C) have mandatory prepayment terms other than customary mandatory prepayments from proceeds of assets sales and casualty events (with customary reinvestment rights), the incurrence of Debt not otherwise permitted hereunder and annual excess cash flow and (3) if the initial yield on any new tranche of Incremental Term Loans (which shall be determined by the Administrative Agent and shall include the applicable interest rate and any original issue discount or upfront fees (but exclusive of any arrangement, structuring or other fees payable to any arrangers in connection therewith that are not shared with all Incremental Lenders providing such Incremental Term Loans), with any original issue discount or upfront fees being equated to interest based on an assumed four-year life to maturity) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to in each case as the “Yield Differential”), the interest rate then in effect for any existing tranche of Incremental Term Loans, then the applicable interest rate in effect for such existing tranche of Incremental Term Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of such new Incremental Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment.
(d) Notwithstanding the foregoing, no Commitment Increase Incremental Commitments or Incremental Term Loans shall be established unlessmade or established, subject to Section 1.3and no Incremental Term Loan Amendment shall become effective, unless (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment IncreaseIncremental Commitments or Incremental Term Loans; (ii) all other fees and expenses, if any, expenses owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period Fiscal Quarter after giving effect to such Commitment Increase or Incremental Term Loans and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period determination period but on or prior to or simultaneous with the establishment borrowing of such Incremental Commitments or Incremental Term Loans, as the case may be, and provided that for purposes of calculating the Total Debt to EBITDA Ratio, any Commitment Increases that are drawn substantially simultaneous with the effectiveness of such Commitment IncreaseIncrease shall be given pro forma effect; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(de) Upon the making of any Incremental Term Loan or the effectiveness of any Incremental Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans of the applicable facility or tranche) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of the applicable facility or tranche) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of the applicable facility or tranche) hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (Centene Corp)
Increase in Commitment. (a) The Company may, at its option i. At any time after during the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided thatIncrease Period, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes Borrower may request that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by A) increase the Administrative Agent in its reasonable discretionMaximum Revolving Amount, or (B) and add a term loan facility to this Agreement (iiithe “Additional Term Loan Facility”) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase (which Additional Term Loan Facility shall be allocated and the amounts of such allocations. The Administrative Agent, subject to subsection (c) below); provided that the consent aggregate amount of all increases (revolver and term) made pursuant to this subsection (b) following the establishment of the Company, which Project Everest Incremental Revolving Credit Commitments on the Third Amendment Effective Date shall not exceed One Hundred Million Dollars ($100,000,000). Each such request for an increase shall be unreasonably withheldin an amount of at least Ten Million Dollars ($10,000,000), and may allocate be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
ii. During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of agree that the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitments, including the desired increase. No Commitment Increase shall become effective until following requirements: (A) each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), (D) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders will have been paid; (iii) the Company such replacement or additional Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent (if Notes have been requested by such Lender or Lenders) and (E) solely with respect to any Additional Commitment in connection with any such transactionthe Project Everest Acquisition, upon satisfaction solely of the Project Everest Acquisition Conditions. The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
iii. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among the applicable Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (d) Upon and the effectiveness Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Fixed Rate Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Commitment Increase Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. Other than with respect to the Project Everest Acquisition, the Borrower shall not request any Incremental Lender that is not already increase or any addition of a Lender term loan facility pursuant to this Section 2.1.2subsection (b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions of credit made pursuant thereto Lenders shall be identical enter into an amendment to those of the other Commitments evidence such increase and the extensions of credit made pursuant thereto. Each Commitment Increase shall be to address related provisions as deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect necessary or decline to arrange the increase in Commitment sought appropriate by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsAgent.
Appears in 1 contract
Sources: Credit Agreement (Bel Fuse Inc /Nj)
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek to Administrative Borrower may request that the Administrative Agent (A) increase the Commitments Revolving Amount, or (B) add an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed One Hundred Fifty Million Dollars ($150,000,000) (each such increase in the Revolving Amount and/or Additional Term Loan Facility, an “Increase”). Each such request for an Increase shall be in an amount of at least Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (1) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment (in a minimum amount of at least Five Million Dollars ($5,000,000)) under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”). For clarification purposes, nothing contained in this Section 2.10 shall be construed as a commitment by any Lender to make any Additional Commitment and any such increasecommitment by a Lender shall be at such ▇▇▇▇▇▇’s sole and absolute discretion.
(ii) During the Commitment Increase Period, a “Commitment Increase”all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) upon written notice each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) the Administrative Agent shall provide to the Administrative Agent; provided thatBorrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the aggregate principal amount Lenders, if appropriate, at least three Business Days prior to the date of all Commitment Increases the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) the Borrowers shall not exceed $200,000,000.
(b) Any such notice delivered execute and deliver to the Administrative Agent in connection with a Commitment Increase and the applicable Lenders such appropriate replacement or additional Revolving Credit Notes as shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed required by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed if Notes have been requested by such Lender or Lenders), and (D) the Borrowers shall execute and deliver any other documents, instruments or agreements or such thereof as the Administrative Agent in its reasonable discretionmay reasonably require. The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(i) On each Additional Lender Assumption Effective Date with respect to the Commitment being increased, as appropriate, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agentprincipal, subject to interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each opinion of the Administrative Agent, each Issuing Bank in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the Company which have expressed Borrowers shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a desire to accept prepayment of one or more Loans). In connection therewith, it is understood and agreed that the Commitment IncreaseMaximum Amount of any Lender will not be increased without the prior written consent of such Lender. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Borrowers shall only be entitled to request an Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall pursuant to this subsection (b) if (i) Borrowers have delivered to the Administrative Agent a document in form reasonably satisfactory updated pro forma Projections (after giving effect to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment applicable Increase and agrees to assume any projected utilization of any Additional Commitments related thereto) for the Credit Parties and accept their Subsidiaries evidencing compliance on a pro forma basis with Section 5.7 for the obligations next four fiscal quarters of the Parent immediately following the proposed date of the applicable Increase and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (iii) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before or then exist, and, after giving pro forma effect to any such Commitment Increase would exist. At the time of any such Increase; (ii) all fees and expenses, if any, owing in respect at the request of such increase to the Administrative Agent Agent, the Credit Parties and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 enter into an amendment to evidence such increase and to address related provisions as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and reasonably deemed necessary or appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionAgent.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit and Security Agreement (AvidXchange Holdings, Inc.)
Increase in Commitment. (a) The Company Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, at its option on any time Business Day after the consummation date hereof, without the consent of a Qualified IPO and before any Bank but with the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to consent of the Administrative Agent; provided that, each Letter of Credit Issuer and the Swing Lender (which consents shall not be unreasonably withheld or delayed), increase the aggregate principal amount of all the Revolving Credit Commitments and/or outstanding Term Loans by delivering a Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered Amount Increase Request to the Administrative Agent in connection with a Commitment Increase shall be delivered and Co-Administrative Agents at a least five (5) Business Days (or such shorter period of time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, prior to the maximum desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Bank(s) (or additional Revolving Credit Commitments and/or Term Loans for existing Bank(s)) and the amount of its Revolving Credit Commitment and/or Term Loans (or additional amount of its Revolving Credit Commitment(s) and/or Term Loans); provided, however, that (i) any Commitment Amount Increase remaining that results in the sum of the aggregate Revolving Credit Commitments plus the aggregate original principal amount of the Term Loans to be established hereunder) sought by in excess of $2,000,000,000 will require the Companyapproval of the Required Banks, (ii) any Commitment Amount Increase for the first sixty (60) days after the Effective Date shall be in such minimum amount as the Borrower and Administrative Agent shall agree and thereafter in an amount not less than $50,000,000, (iii) no Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase or will result therefrom, (each, an “Increased Amount Date”iv) all representations and warranties contained in Article 4 hereof shall be true and correct in all material respects at the time of such request and on which the Company proposes that effective date of such Commitment Amount Increase shall be effective(other than representations and warranties that relate to a specific date, which shall be a date not less than ten Business Days after true and correct in all material respects as of such date), and (v) prior to approaching an additional Bank, the date on which such notice is delivered Borrower shall have offered to the Administrative Agent (unless otherwise existing Banks the opportunity to increase their respective Revolving Credit Commitments and/or outstanding Term Loans, as applicable. The effective date of any Commitment Amount Increase shall be agreed upon by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated Borrower and the amounts of such allocationsAdministrative Agent. The Borrower, Administrative Agent, subject and each Bank and/or new Bank advancing an additional Term Loan shall agree in the relevant Commitment Amount Increase Request as to the consent amortization schedule of such additional Term Loan; provided that such additional Term Loans shall have a weighted average life to maturity no lower than the remaining weighted average life to maturity of the Companyoutstanding Term Loans; provided further that no such schedule shall have the effect of reducing the amortization payments scheduled to be made to the Banks that are not increasing their Term Loans. Upon the effectiveness thereof, which shall not be unreasonably withheldthe new Bank(s) (or, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretionif applicable, existing Bank(s)) on either a ratable basis (i) shall advance Loans in an amount sufficient such that after giving effect to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to its Loans each Bank shall have outstanding its respective Percentage of all Loans of the Administrative Agent, each Issuing Bank relevant Credit and (ii) in the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations case of the CommitmentsRevolving Credit, including the desired increaseshall acquire its Revolver Percentage of all participations in Letter of Credit Outstandings and Swing Loans. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase It shall be established unless, subject a condition to Section 1.3, such effectiveness that (i) no Unmatured Event Euro-Dollar Loans or Euro-Canadian Dollar Loans be outstanding on the date of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; effectiveness and (ii) all fees and expensesif such Commitment Amount Increase is to the Revolving Credit Commitments, if any, owing in respect the Borrower shall not have terminated any portion of such increase the Revolving Credit Commitments pursuant to Section 2.8 hereof. The Borrower agrees to pay any reasonable out-of-pocket expenses of the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect relating to such any Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Amount Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon . Promptly upon the effectiveness of any Commitment Increase of Amount Increase, the Borrower, if requested by any Incremental Lender that is not already a Lender pursuant new Bank, shall execute and deliver new Notes to this Section 2.1.2each requesting Bank. Notwithstanding anything herein to the contrary, such Incremental Lender no Bank shall have any obligation to increase its Revolving Credit Commitment or advance additional Term Loans and no Bank’s Revolving Credit Commitment shall be deemed to be a “Lender” hereunderincreased without its consent thereto, and henceforth shall be entitled to all the rights ofeach Bank may at its option, unconditionally and benefits accruing towithout cause, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in its Revolving Credit Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsadvance additional Term Loans.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO Commitment Increase Period, Administrative Borrower may request that Agent and before the Termination Date, seek to Lenders (i) increase the Commitments Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) upon written notice and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to the Administrative Agent; provided thatmake one or more term loan (any such term loan, the an “Incremental Term Loan”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the term of all Commitment Increases this Agreement not to exceed Three Hundred Million Dollars ($300,000,000). Each such request for an Incremental Revolving Credit Increase and/or Incremental Term Loan, as applicable, shall not exceed be in an amount of at least Ten Million Dollars ($200,000,000.
10,000,000), increased by increments of One Million Dollars (b$1,000,000), and may be made by either (x) Any such notice delivered to increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the Administrative Agent in connection addition of an Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment Increase or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be delivered at given the first opportunity to provide Additional Commitments. Each Incremental Term Loan may be made as a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining term loan “A” to be established hereunder) sought made by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders or Additional Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable a term loan “B” to each of the Administrative be made by one or more “institutional” lenders on customary terms determined by Agent, each Issuing Bank US Borrower and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing toAdditional Lenders, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitmentsor lenders, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsapplicable.
Appears in 1 contract
Increase in Commitment. (a) The Company At any time prior to the Maturity Date, Borrower may, at its option any and subject to the conditions set forth below in this §2.8, from time after the consummation of a Qualified IPO and before the Termination Date, seek to time request that Agent increase the aggregate Commitments by (i) admitting additional Lenders hereunder (each a "Subsequent Lender") and/or (ii) increasing the Commitment of any such increase, a “Commitment Increase”Lender (each an "Increasing Lender") upon written notice subject to the Administrative following conditions:
(a) each Subsequent Lender shall meet the conditions for an Eligible Assignee and be subject to the approval of Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.LC Issuer and Swing Line Lender;
(b) Any such notice delivered if requested by the applicable Lender, Borrower executes new Revolving Notes payable to the Administrative Agent in connection with order of each Subsequent Lender, or a Commitment Increase shall be delivered at a time when no Unmatured Event of Default new or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered replacement Revolving Note payable to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity order of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.Increasing Lender;
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject each Subsequent Lender executes and delivers to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect Agent a signature page to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause this Agreement evidencing its agreement to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent in connection with any such transaction.an acknowledgement of its increased Commitment;
(d) Upon Borrower and Agent shall have executed new Security Documents and/or modifications of the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements Security Documents and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised Loan Documents to reflect the increase in the Commitments. The terms Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens;
(e) after giving effect to the admission of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect Subsequent Lender or decline to arrange the increase in the Commitment sought of any Increasing Lender, the sum of all Commitments does not exceed $200,000,000;
(f) each increase in the total Commitments shall be approved by the Company Agent and shall be in the amount of at least $10,000,000;
(g) all of the representations and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date);
(h) no Default or Event of Default exists or would result therefrom;
(i) no Lender, including, but is under no obligation not limited to arrange or consummate any Regions, shall be an Increasing Lender without the written consent of such Lender, and shall be subject to the approval of Agent, LC Issuer and Swing Line Lender;
(j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase. The Company will cooperate , with the Administrative covenants contained in §9; and
(k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent's Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such effortsLoan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Percentage under Schedule 1.1 and allocated portion of the Outstanding Revolving Loans will change in accordance with its pro rata share of the increased Commitments.) Unless and until the total Commitments have been increased in accordance with this §2.8, Borrower shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior to such proposed increase.
Appears in 1 contract
Sources: Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Increase in Commitment. (a) The Company Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, at its option on any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days Day after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agenthereof, subject to without the consent of any Bank but with the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each written consent of the Administrative Agent, each Issuing Bank Letter of Credit Issuer and the Company Swing Lender (which have expressed consents shall not be unreasonably withheld or delayed), increase the aggregate amount of the Commitments by delivering a desire Commitment Amount Increase Request at least five (5) Business Days prior to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender desired effective date of such revised allocations of increase (the Commitments, including the desired increase. No "Commitment Increase shall become effective until each of the Incremental Lenders extending such Amount Increase") identifying an additional Bank (or additional Commitment Increase agreed to be made by any existing Bank) and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees (or additional amount of its Commitment); provided, however, that any increase in the aggregate amount of the Commitments when added to assume and accept the obligations and rights "Commitments" under the US Credit Agreements to an amount in excess of a Lender hereunderU.S. $450,000,000 will require the approval of the Required Banks; provided further that prior to approaching an additional Bank, and the Company accepts such new Borrower shall have offered to the existing Banks the opportunity to increase their respective Commitments.
(c) Notwithstanding . The effective date of the foregoing, no Commitment Amount Increase shall be established unlessagreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, subject each new Bank (or, if applicable, each existing Bank which consented to Section 1.3, (ian increase in its Commitment) no Unmatured Event of Default or Event of Default shall exist on advance Loans in an amount sufficient such Increased Amount Date before or that after giving effect to its Loan each Bank shall have outstanding its pro rata share of Loans. It shall be a condition to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect effectiveness that no Euro-Canadian Dollar Loans be outstanding on the date of such increase effectiveness and that the Borrower shall not have terminated any portion of the Commitment pursuant to Section 2.8 hereof. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Bank shall have any obligation to increase its Commitment and all such other credit exposure no Bank's Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedBank may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits Commitment.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option i. At any time after during the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided thatIncrease Period, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes Borrower may request that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by A) increase the Administrative Agent in its reasonable discretionMaximum Revolving Amount, or (B) and add a term loan facility to this Agreement (iiithe “Additional Term Loan Facility”) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase (which Additional Term Loan Facility shall be allocated and the amounts of such allocations. The Administrative Agent, subject to subsection (c) below); provided that the consent aggregate amount of the Company, which all increases (revolver and term) made pursuant to this subsection (b) shall not exceed One Hundred Fifty Million Dollars ($150,000,000). Each such request for an increase shall be unreasonably withheldin an amount of at least Ten Million Dollars ($10,000,000), and may allocate be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
ii. During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of agree that the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitments, including the desired increase. No Commitment Increase shall become effective until following requirements: (A) each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), (D) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders will have been paid; (iii) the Company such replacement or additional Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent (if Notes have been requested by such Lender or Lenders) and (E) solely with respect to any Additional Commitment in connection with any such transactionthe Project Everest Acquisition, upon satisfaction solely of the Project Everest Acquisition Conditions. The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
iii. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among the applicable Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (d) Upon and the effectiveness Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Fixed Rate Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Commitment Increase Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. Other than with respect to the Project Everest Acquisition, the Borrower shall not request any Incremental Lender that is not already increase or any addition of a Lender term loan facility pursuant to this Section 2.1.2subsection (b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions of credit made pursuant thereto Lenders shall be identical enter into an amendment to those of the other Commitments evidence such increase and the extensions of credit made pursuant thereto. Each Commitment Increase shall be to address related provisions as deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect necessary or decline to arrange the increase in Commitment sought appropriate by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsAgent.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after the consummation of a Qualified IPO and before the Termination Dateprior to March 14, seek to 2010, Borrowers may request that Agent increase the Commitments Maximum Commitment Amount from the Closing Commitment Amount to an amount not to exceed the Increased Maximum Commitment Amount (any such increase, a “with the understanding that the Seasonal Reduced Commitment Increase”) upon written notice Amount shall be increased as well in an amount equal to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(bAdditional Commitments) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify by either (i) increasing, for one or more Banks, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Banks, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). The aggregate amount of such Commitment Increase increase request shall be in a minimum amount of Twenty Million Dollars (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or20,000,000). Each Additional Commitment of each Additional Bank, if lessany, the maximum shall be in an amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent Ten Million Dollars (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations$10,000,000). The Administrative Agent, subject to With the consent of the CompanyAgent and the Borrowers, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons Additional Commitments may be permitted upon satisfaction of the following requirements: (other than Ineligible InstitutionsA) reasonably acceptable each Additional Bank, if any, shall execute an Additional Bank Assumption Agreement, (B) Agent shall provide to each Bank a revised Schedule 1 to this Agreement at least three Business Days prior to the effectiveness of such Additional Commitments (each an "Assumption Effective Date"), and (C) Borrowers shall execute and deliver to Agent and the Banks such replacement or additional Revolving Credit Notes as shall be required by Agent. The Banks hereby authorize Agent to execute each Additional Bank Assumption Agreement on behalf of the Administrative Banks. On each Assumption Effective Date, the Banks shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, each Issuing Bank in order to reallocate among such Banks such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the Company which have expressed a desire to accept terms of this Section 2.8(c). Borrowers shall not request any increase in the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.8(c) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall then exist on such Increased Amount Date before or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (Cedar Fair L P)
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek to Borrowers may request that the Administrative Agent increase the Commitments Total Commitment Amount by (any such increaseA) increasing the Maximum Revolving Amount, a or (B) adding one or more additional term loan facilities to this Agreement (each an “Commitment IncreaseAdditional Term Loan Facility”) upon written notice (which Additional Term Loan Facility shall be subject to the Administrative Agentsubsection (c) below); provided that, that the aggregate principal amount of all Commitment Increases increases made pursuant to this subsection (b) shall not exceed Thirty Million Dollars ($200,000,00030,000,000). Each such request for an increase shall be in an amount of at least Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (1) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of agree that the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitments, including the desired increase. No Commitment Increase shall become effective until following requirements: (A) each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of Five Million Dollars ($5,000,000), (C) the Administrative Agent shall provide to the Borrowers and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders will have been paid; (iii) the Company such replacement or additional Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent in connection with any (if Notes have been requested by such transactionLender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(diii) Upon On each Additional Lender Assumption Effective Date with respect to the effectiveness Specific Commitment being increased, as appropriate, the Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Term SOFR Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) above) without the prior written consent of such Lender. The Borrowers shall not request any increase in the Total Commitment Increase of any Incremental Lender that is not already a Lender Amount pursuant to this Section 2.1.2subsection (b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of credit made pursuant thereto the Maximum Revolving Amount or addition of the Additional Term Loan Facility, the Total Commitment Amount shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought increased by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortssame amount.
Appears in 1 contract
Sources: Credit and Security Agreement (Universal Logistics Holdings, Inc.)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Revolving Amount from the Closing Revolving Amount up to the Maximum Revolving Amount by either (ai) The Company mayincreasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit Commitment, or (ii) with the prior written consent of Agent, including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment and the Term Loan Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders with respect to the Revolving Credit Commitment and the Term Loan Commitment (revised so that each Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment and the Term Loan Commitment), at its option any time after least three Business Days prior to the consummation date of a Qualified IPO the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and before (C) Borrower shall execute and deliver to Agent and the Termination Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice Lenders shall make adjustments among themselves with respect to the Administrative Revolving Loans and the Term Loans 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 Agent; provided that, in order to reallocate among such Lenders such outstanding amounts, based on the aggregate principal amount revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of all Commitment Increases this subsection (b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Lender. Borrower shall not exceed $200,000,000.
request any increase in the Revolving Amount pursuant to this subsection (b) Any such notice delivered to the Administrative Agent in connection with if a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to would exist. Upon the Administrative Agent and increase of the Lenders will have been paid; (iii) Revolving Amount, the Company Total Commitment Amount shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested increased by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness amount of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsRevolving Amount.
Appears in 1 contract
Sources: Credit and Security Agreement (Shiloh Industries Inc)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when Provided no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit D hereto at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and shall specify each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (ieach such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Increase (which Amount Increases shall not exceed $600,000,000. The effective date of the Commitment Amount Increase shall be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought upon by the Company, (ii) such Additional Lender and the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which whose agreement shall not be unreasonably withheld, may allocate conditioned or delayed). Upon the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agenteffectiveness thereof, each Issuing Bank Additional Lender shall advance the relevant Revolving Loans and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will purchase Participating Interests in all then notify each existing Lender and Incremental Lender outstanding Letters of Credit in an amount sufficient such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or that after giving effect to such Commitment Increase; relevant Revolving Loans and purchases each Lender (iiincluding such Additional Lender) all fees shall have outstanding its respective Percentage of the aggregate Revolving Loans and expenses, if any, owing in respect Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such increase to effectiveness unless the Administrative Agent Borrowers pay all amounts due under Section 2.5 hereof, and the Lenders will have been paid; (iii) that the Company shall be in pro forma compliance with each not have terminated any portion of the covenants set forth in Aggregate Revolving Commitments pursuant to Section 11.12 as 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the last day Agent (including reasonable fees and disbursements of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (ivcounsel) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Lender shall have any obligation to increase its Aggregate Revolving Commitment and all such other credit exposure no Lender’s Aggregate Revolving Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedLender may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to Administrative Borrower may request that Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice Amount from the Closing Commitment Amount up to the Administrative Agent; provided that, the aggregate principal an amount of all Commitment Increases that shall not exceed $200,000,000.
(b) Any such notice delivered to the Maximum Commitment Amount by either, at the option of Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3Borrower, (i) no Unmatured Event increasing, for one or more Lenders, with their prior written consent, their respective amounts of the Revolving Credit Commitment, or (ii) including one or more Additional Lenders, acceptable to Administrative Borrower, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided that the existing Lenders shall be given the opportunity to provide the Additional Commitments prior to the inclusion of any Additional Lenders. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) US Borrowers and, as appropriate, each Foreign Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans 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 Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrowers shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (IHS Inc.)
Increase in Commitment. (a) The Company mayBorrower shall have the right at any time, at its option any time after to request that the consummation of a Qualified IPO and before the Termination Date, seek to Lender increase the Commitments (existing Commitment by $5,000,000.00 increments, not exceeding in the aggregate $25,000,000.00, provided, however, that after giving effect to any and all such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided thatincreases, the aggregate principal amount of all total Commitment Increases shall not exceed $200,000,00075,000,000.00. Subject to the satisfaction of the conditions set forth below, the Lender shall increase its Commitment and the Loan Ceiling by the amount so requested (any increase, singly, and in the aggregate, the "Commitment Increase").
(b) Any Commitment Increase shall not become effective unless and until each of the following conditions have been satisfied:
(i) As of the date of the Borrower's request for any Commitment Increase and as of the effective date of any Commitment Increase, no Event of Default shall exist or shall thereafter arise as a result of the Commitment Increase;
(ii) The Borrower shall have paid such notice reasonable fees and expenses actually incurred by the Lender in connection with any Commitment Increase, including, without limitation, the Commitment Increase Fee, and reasonable attorneys' fees and expenses;
(iii) The Borrower shall have delivered to the Administrative Agent Lender an opinion, in connection form previously delivered to the Lender, from counsel to the Borrower reasonably satisfactory to the Lender and dated such date;
(iv) The Borrower shall have delivered to Lender a blocked account agreement with a Citibank, N.A., or any subsequent financial institution in which the Borrower's credit card receipts are concentrated, in form and substance reasonably satisfactory to Lender; and
(v) The Borrower shall have delivered such other instruments, documents and agreements as the Lender may reasonably have requested in order to effectuate any Commitment Increase and to ratify and confirm the security interests granted to the Lender pursuant to the Loan Documents. The Lender shall be delivered promptly notify the Borrower as to the effectiveness of each Commitment Increase, and at a such time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the Commitment and Loan Ceiling hereunder, and for all purposes of, this Agreement shall be increased by the amount of such the Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the CompanyIncrease, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such definitions of Commitment Increase and Loan Ceiling shall be effectivedeemed modified, which shall be a date not less than ten Business Days after without further action, to reflect the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) Commitment Increase, and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase this Agreement shall be allocated and the amounts of such allocations. The Administrative Agentdeemed amended, subject without further action, to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis extent necessary to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept reflect the Commitment Increase."
(b) Amendment to Section 2-9(c). The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase reference in Section 2-9(c) to Section 7-5(b)(v) is hereby deleted and the Company shall have delivered to the Administrative Agent a document following section reference is inserted in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.lieu thereof: "Section 7-5(c)"
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject Amendment to Section 1.32-12. The provisions of Section 2-12 are hereby deleted in their entirety, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be following substituted in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.stead:
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when Provided no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit E hereto at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and shall specify each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (ieach such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Increase (which Amount Increases shall not exceed $150,000,000. The effective date of the Commitment Amount Increase shall be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought upon by the Company, (ii) such Additional Lender and the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which whose agreement shall not be unreasonably withheld, may allocate conditioned or delayed). Upon the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agenteffectiveness thereof, each Issuing Bank Additional Lender shall advance the relevant Revolving Loans and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will purchase Participating Interests in all then notify each existing Lender and Incremental Lender outstanding Letters of Credit in an amount sufficient such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or that after giving effect to such Commitment Increase; relevant Revolving Loans and purchases each Lender (iiincluding such Additional Lender) all fees shall have outstanding its respective Percentage of the aggregate Revolving Loans and expenses, if any, owing in respect Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such increase to effectiveness unless the Administrative Agent Borrowers pay all amounts due under Section 2.5 hereof, and the Lenders will have been paid; (iii) that the Company shall be in pro forma compliance with each not have terminated any portion of the covenants set forth in Total Commitments pursuant to Section 11.12 as 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the last day Agent (including reasonable fees and disbursements of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (ivcounsel) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Lender shall have any obligation to increase its Total Commitment and all such other credit exposure no Lender’s Total Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedLender may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits Total Commitment.
Appears in 1 contract
Sources: Credit Agreement (Emcor Group Inc)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when Provided no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, or would result therefrom, at any time and shall specify (i) from time to time, the Borrower may, by delivering an Increase Request to the Agent, request one or more increases to the amount of such the Syndicated Facility Commitment Amount (each an “Increase”). Each Increase (which shall may not be less than Cdn. $10,000,000 1,000,000 and the Commitment Amount after any Increase may not exceed the then current Borrowing Base.
(unless otherwise agreed by b) Each Increase Request will be delivered at least 20 Banking Days before the Administrative Agent) or, if less, date of the maximum requested Increase and will specify the requested principal amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any requested date of such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new CommitmentsIncrease.
(c) Notwithstanding Each Lender may, at its option, provide its Rateable Portion of the foregoing, no Commitment requested Increase. Any Lender consenting to provide its Rateable Portion of the Increase shall so notify the Agent within 10 Banking Days of the Increase Request and, upon delivery of such consent to the Agent, will be established unlessdeemed to have committed to increase its respective Individual Syndicated Facility Commitment Amount accordingly. Any Lender which does not advise the Borrower and the Agent, subject within 10 Banking Days of an Increase Request, that such Lender will provide its Rateable Portion of the requested Increase will be deemed to Section 1.3, have declined to provide its Rateable Portion thereof. Not more than three Banking Days following (i) no Unmatured Event the last day for receipt by the Agent of Default such notices; or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) if all fees and expensessuch Lenders have provided such notice, if any, owing in respect the day on which the last of such increase to notices has been received by the Administrative Agent, the Agent will advise each Lender and the Borrower which Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each agreed to provide their Rateable Portion of the covenants set forth in Section 11.12 as Increase and which Lenders have declined to provide their Rateable Portion of the last day of Increase, and the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment amount of such Commitment Increase; and Rateable Portion so agreed or declined by each such Lender (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction“Allocation Notice”).
(d) Upon Each Lender agreeing to provide its Rateable Portion of the effectiveness Increase may offer to acquire all or any portion of any Commitment the requested Increase of any Incremental Lender that is has not already yet been allocated to a Lender (the “Unallocated Portion”) by giving written notice to the Agent of the portion of the Unallocated Portion which such Lender is prepared to acquire. Such notice will be given not more than five Banking Days following receipt by such Lender of the Allocation Notice. By delivering such notice, each such Lender will be deemed to have committed to increase its respective Individual Syndicated Facility Commitment Amount accordingly. If more than one such Lender gives notice to the Agent that it wishes to acquire all or a portion of the Unallocated Portion (each such Lender, an “Additional Offer Lender”) and the amount of such Unallocated Portion which all such Additional Offer Lenders wish to acquire exceeds the amount of the Unallocated Portion, each such Additional Offer Lender will be deemed to have offered to acquire its Rateable Portion (determined on a pro rata basis by the Agent according to the respective amounts such Lenders have indicated that they wish to acquire of the Unallocated Portion, rounded to the nearest Cdn. $500,000). The Agent will give written notice to the Borrower, within two Banking Days following the expiry of the time for such Lenders to give notice of their intention to acquire pursuant to this Section 2.1.23.12(d), such Incremental of any Lender shall be deemed agreeing to be acquire all or a portion of the Unallocated Portion.
(e) If the Lenders have not offered to acquire all of the Unallocated Portion, then the Borrower may arrange for one or more other financial institutions (each a “Substitute Lender” hereunder”) to offer to acquire the balance of the Unallocated Portion, and henceforth shall be entitled subject to all the rights of, and benefits accruing to, Lenders hereunder and shall following conditions:
(i) each Substitute Lender being satisfactory to the Agent; and
(ii) each Substitute ▇▇▇▇▇▇ having delivered to the Agent an instrument in writing agreeing to be bound by all agreementsthe terms of this Agreement as a Lender.
(f) Notwithstanding anything to the contrary in this Agreement, acknowledgements and other obligations of Lenders hereunder. After giving effect no Lender will have any obligation to participate in any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders requested Increase unless it agrees to do so in proportion to their respective Commitments, as revised to reflect the its sole discretion.
(g) Any increase in the Commitments. The terms Individual Syndicated Facility Commitment Amount pursuant to an Increase Request will be subject to satisfaction by the Borrower of any the following conditions precedent:
(i) delivery to the Agent of such Commitment Increase Officer’s Certificates, directors’ resolutions or equivalents and legal opinions, and the extensions making of credit such registrations or filings, as the Agent may reasonably require;
(ii) payment by the Borrower to each Lender whose Individual Syndicated Facility Commitment Amount has increased pursuant to this Section 3.12 of a commitment fee on the amount of such increase at a rate to be negotiated by the Borrower and the Agent which is satisfactory to the Lenders; and
(iii) satisfaction of such additional conditions as the Agent may reasonably require.
(h) If an Increase is to be made pursuant thereto shall be identical to those this Section 3.12, the Agent will forthwith prepare and deliver to the Borrower and each Lender a new Schedule A setting forth the Individual Syndicated Facility Commitment Amount of the other Commitments Lenders following the Increase. On the Banking Day following delivery of such new Schedule A, upon confirmation of the satisfaction of the foregoing conditions, such new Schedule A and the extensions revised Individual Syndicated Facility Commitment Amount of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company Lenders set forth therein will cooperate with the Administrative Agent in such effortsbecome effective.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when Provided no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit D hereto at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and shall specify each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (ieach such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Increase (which Amount Increases shall not exceed -12- $400,000,000. The effective date of the Commitment Amount Increase shall be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought upon by the Company, (ii) such Additional Lender and the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which whose agreement shall not be unreasonably withheld, may allocate conditioned or delayed). Upon the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agenteffectiveness thereof, each Issuing Bank Additional Lender shall advance the relevant Revolving Loans and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will purchase Participating Interests in all then notify each existing Lender and Incremental Lender outstanding Letters of Credit in an amount sufficient such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or that after giving effect to such Commitment Increase; relevant Revolving Loans and purchases each Lender (iiincluding such Additional Lender) all fees shall have outstanding its respective Percentage of the aggregate Revolving Loans and expenses, if any, owing in respect Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such increase to effectiveness unless the Administrative Agent Borrowers pay all amounts due under Section 2.5 hereof, and the Lenders will have been paid; (iii) that the Company shall be in pro forma compliance with each not have terminated any portion of the covenants set forth in Aggregate Revolving Commitments pursuant to Section 11.12 as 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the last day Agent (including reasonable fees and disbursements of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (ivcounsel) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Lender shall have any obligation to increase its Aggregate Revolving Commitment and all such other credit exposure no Lender’s Aggregate Revolving Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedLender may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (Emcor Group Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount (awith a corresponding increase in the Revolving Amount from the Closing Revolving Amount to the Maximum Revolving Amount) The Company mayby either (i) proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit Commitment, or (ii) with the prior written consent of Agent, including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Revolving Lenders with respect to the Revolving Credit Commitment (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment), at its option any time after least three Business Days prior to the consummation date of a Qualified IPO the effectiveness of such Additional Commitments (each an "Additional Lender Assumption Effective Date"), and before (C) Borrower shall execute and deliver to Agent and the Termination Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders. On each Additional Lender Assumption Effective Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice Revolving Lenders shall make adjustments among themselves with respect to the Administrative Revolving Loans 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 Agent; provided that, in order to reallocate among such Revolving Lenders such outstanding amounts, based on the aggregate principal amount revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of all Commitment Increases this subsection (b). In connection therewith, it is understood and agreed that the Maximum Amount of any Revolving Lender will not be increased (or decreased except pursuant to this Section 2.13) without the prior written consent of such Revolving Lender. Borrower shall not exceed $200,000,000.
request any increase in the Total Commitment Amount (or the Revolving Amount) pursuant to this subsection (b) Any such notice delivered to the Administrative Agent in connection with if a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit and Security Agreement (Shiloh Industries Inc)
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek Borrower may elect to increase the Commitments Total Commitment Amount by (any such increaseA) increasing the Maximum Revolving Amount, or (B) adding a term loan facility to this Agreement (the “Commitment IncreaseTerm Loan Facility”) upon written notice (which Term Loan Facility shall be subject to the Administrative Agentsubsection (c) below); provided that, that the aggregate principal amount of all Commitment Increases such increases (revolver and term) made pursuant to this subsection (b) shall not exceed Eight Hundred Million Dollars ($200,000,000.
800,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars (b$10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (1) Any such notice delivered increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default Term Loan Facility, or Event of Default has occurred and is continuing and shall specify (i3) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed including one or more Additional Lenders approved by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to Borrower and the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender such approvals not to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate conditioned or delayed), each with a new commitment under the Revolving Credit Commitment or the Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to agree that one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each Additional Commitments shall be permitted upon satisfaction of the Administrative Agent, following requirements: (A) each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders will have been paid; (iii) the Company such replacement or additional Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent in connection with any (if Notes have been requested by such transactionLender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(diii) Upon On each Additional Lender Assumption Effective Date, the effectiveness Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among the applicable Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Term SOFR Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) above) without the prior written consent of such Lender. The Borrower shall not elect any increase in the Total Commitment Increase of any Incremental Lender that is not already a Lender Amount pursuant to this Section 2.1.22.10(b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of credit made pursuant thereto the Maximum Revolving Amount or addition of the Term Loan Facility, the Total Commitment Amount shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought increased by the Company but is under no obligation same amount.
(iv) Any increased or new Revolving Commitment pursuant to arrange or consummate any this Section 2.10(b) (A) may have different upfront fees as those paid in connection with existing Revolving Commitments, and (B) may be subject to a higher Applicable Margin and/or Applicable Facility Fee Rates so long as such increase. The Company will cooperate with the Administrative Agent in such effortsincreased Applicable Margin and/or Applicable Facility Fee Rates are also applicable to all existing Revolving Commitments.
Appears in 1 contract
Sources: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to Borrower may increase the aggregate amount of the Commitments by an amount not greater than $50,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other assignee (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 Section 2.08 plus the Commitments of the Additional Lenders upon written giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 to the Administrative Agent; provided that, which shall promptly provide a copy of such notice to the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000Lenders.
(b) Any such notice delivered Commitment Increase shall become effective upon (i) the receipt by the Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Administrative Agent in connection signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage 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, and (B) such evidence of appropriate corporate authorization on the part of the Borrower with a respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (iii) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (iv) receipt by the Administrative Agent of a certificate (the statements contained in which shall be delivered at true) of a time when duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (X) no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, and shall specify (iY) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed all representations and warranties made by the Administrative Agent) or, if less, the maximum amount Borrower in this Agreement are true and correct in all material respects as of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding If any Loans are outstanding upon the foregoingeffective date of any Commitment Increase, no Commitment Increase each Increasing Lender and each Additional Lender shall be established unless, subject provide funds to the Administrative Agent in the manner described in Section 1.3, 2.03(d) in an amount equal to the product of (i) no Unmatured Event the aggregate outstanding principal amount of Default such Loans (other than Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (ii) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Event Loans made by such Lender on the date of Default shall exist on such Increased Amount Date before or after giving effect Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (I) the aggregate outstanding principal amount of each Loan (other than Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase; ) and (iiII) all fees in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iiiB) the Company shall be in pro forma compliance with each of the covenants set forth same Type(s) and having the same Interest Periods(s) as each Loan described in Section 11.12 as of the last day of the most recently ended Computation Period preceding clause (A), such that after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of Loans made on the relevant Computation Period but on or prior to or simultaneous with the establishment date of such Commitment Increase; and , each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (iv) the Company after giving effect to such Commitment Increase). The Borrower shall deliver or cause pay to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent any amounts payable pursuant to Section 2.12(e) in connection with any such transactionCommitment Increase.
(d) Upon Notwithstanding any provision contained herein to the effectiveness contrary, from and after the date of any Commitment Increase and the making of any Incremental Lender that is not already a Lender Loans on such date pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increaseparagraph (c) above, all calculations and payments of Facility Fees and of interest on the Loans and all such other credit exposure comprising any Loan shall be held ratably by take into account the Lenders in proportion to their respective Commitments, as revised to reflect actual Commitment of each Lender (including the increase in the Commitments. The terms of any such Commitment Increase Additional Lender) and the extensions principal amount outstanding of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange by each such Lender during the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsrelevant period of time.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to Administrative Borrower may request that Agent increase the Commitments (any such increase, a “Commitment Increase”) upon written notice Revolving Amount from the Closing Revolving Amount up to the Administrative Agent; provided that, the aggregate principal an amount of all Commitment Increases that shall not exceed $200,000,000.
(b) Any the Maximum Revolving Amount. Each such notice delivered to the Administrative Agent in connection with a Commitment Increase request for an increase shall be delivered in an amount of at a time when no Unmatured Event least Ten Million Dollars ($10,000,000), increased by increments of Default or Event of Default has occurred One Million Dollars ($1,000,000), and is continuing and shall specify may be made by either (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orincreasing, if lessfor one or more Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Companywith their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the date Revolving Credit Commitment, as a party to this Agreement (each, each an “Increased Amount DateAdditional Commitment” and, collectively, the “Additional Commitments”) on which the Company proposes ); provided that such Commitment Increase existing Lenders shall be effective, which shall be a date not less than ten Business Days after given the date on which such notice is delivered first opportunity to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocationsprovide Additional Commitments. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including Period, all of the Lenders agree that Agent, in its reasonable sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrowers shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on either a ratable basis behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans 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 Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and the appropriate Borrower shall pay to the Lenders or on any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a non pro-rata basis to prepayment of one or more Lenders and/or other Persons Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (other than Ineligible Institutionsor decreased except pursuant to Section 2.9(a) reasonably acceptable to each of hereof) without the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender prior written consent of such revised allocations of Lender. Administrative Borrower shall not request any increase in the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent Revolving Amount pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.9(b) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before or then exist, or, after giving pro forma effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in including a pro forma compliance with each calculation of the financial covenants set forth in Section 11.12 as 5.7 hereof) would exist. Upon each increase of the last day of Revolving Amount, the most recently ended Computation Period after giving effect to such Total Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender Amount shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsproportionally increased.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO Commitment Increase Period, Administrative Borrower may request that Agent and before the Termination Date, seek to Lenders (i) increase the Commitments Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) upon written notice and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to the Administrative Agentmake one or more term loans (any such term loan, an “Incremental Term Loan”; provided thateach Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), the in an aggregate principal amount of for all Commitment such Incremental Revolving Credit Increases shall and Incremental Term Loans incurred after the FourthSixth Amendment Effective Date not to exceed Three Hundred Million Dollars ($200,000,000.
(b) Any 300,000,000). Each such notice delivered to the Administrative Agent in connection with a Commitment request for an Incremental Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the in an amount of such at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the addition of an Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment Increase or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) oreach an “Additional Commitment” and, if lesscollectively, the maximum amount of Commitment Increase remaining “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may be made as a term loan “A” to be established hereunder) sought made by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders or Additional Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable a term loan “B” to each of the Administrative be made by one or more “institutional” lenders on customary terms determined by Agent, each Issuing Bank US Borrower and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing toAdditional Lenders, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitmentsor lenders, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsapplicable.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to Borrower may request that Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice Amount up to the Administrative Agent; provided that, the aggregate principal an amount of all Commitment Increases that shall not exceed $200,000,000.
(b) Any the Maximum Commitment Amount. Each such notice delivered to the Administrative Agent in connection with a Commitment Increase increase shall be delivered in an amount of at a time when no Unmatured Event least Ten Million Dollars ($10,000,000), increased by increments of Default or Event of Default has occurred One Million Dollars ($1,000,000), and is continuing and shall specify may be made by either (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orproportionally increasing, if lessfor one or more Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Companywith their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the date (each, an “Increased Amount DateAdditional Commitment”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations). The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including Period, the Lenders agree that Agent, in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to , may permit one or more Lenders and/or other Persons Additional Commitments upon satisfaction of the following requirements: (other than Ineligible InstitutionsA) reasonably acceptable each Additional Lender, if any, shall be an Eligible Transferee and shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Administrative Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, facility fees, utilization fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, each Issuing Bank in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the Company which have expressed a desire to accept intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.9(b) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO Commitment Increase Period, Administrative Borrower may request that Agent and before the Termination Date, seek to Lenders (i) increase the Commitments Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) upon written notice and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to the Administrative Agentmake one or more term loans (any such term loan, an “Incremental Term Loan”; provided thateach Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), the in an aggregate principal amount of for all Commitment such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the Ninth Amendment Effective Date not to exceed Three Hundred Million Dollars ($300,000,000); provided that no Incremental Increases shall not exceed $200,000,000.
(b) Any be requested during the Covenant Adjustment Period. Each such notice delivered to the Administrative Agent in connection with a Commitment request for an Incremental Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the in an amount of such at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the addition of an Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment Increase or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) oreach an “Additional Commitment” and, if lesscollectively, the maximum amount of Commitment Increase remaining “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may be made as a term loan “A” to be established hereunder) sought made by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders or Additional Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable a term loan “B” to each of the Administrative be made by one or more “institutional” lenders on customary terms determined by Agent, each Issuing Bank US Borrower and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing toAdditional Lenders, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitmentsor lenders, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsapplicable.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to Borrower may request that Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice Amount from the Closing Commitment Amount up to the Administrative Agent; provided that, the aggregate principal an amount of all Commitment Increases that shall not exceed $200,000,000.
(b) Any the Maximum Commitment Amount. Each such notice delivered to the Administrative Agent in connection with a Commitment Increase increase shall be delivered in an amount of at a time when no Unmatured Event least Five Million Dollars ($5,000,000), increased by increments of Default or Event of Default has occurred Five Million Dollars ($5,000,000), and is continuing and shall specify may be made by either (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orincreasing, if lessfor one or more Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Companywith their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the date Revolving Credit Commitment, as a party to this Agreement (eachcollectively, an the “Increased Amount DateAdditional Commitments”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations). The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including Period, all of the Lenders agree that Agent, in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to , may permit one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each Additional Commitments upon satisfaction of the Administrative Agent, following requirements: (A) each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing in respect shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to the Administrative Agent and the Lenders will have been paid; (iii) the Company such replacement or additional Revolving Credit Notes as shall be in pro forma compliance with required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the covenants set forth in Section 11.12 as Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase principal, interest, commitment fees and other customary amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and appropriate pro forma adjustment eventsto otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more LIBOR Fixed Rate Loans). In connection therewith, including any Acquisitions or dispositions after it is understood and agreed that the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness Maximum Amount of any Commitment Increase of any Incremental Lender that is will not already a Lender be increased (or decreased except pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all 2.9(a) hereof) without the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations prior written consent of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.such
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after prior to the consummation of a Qualified IPO and before date that is thirty days prior to the Termination Date, seek to if no Default shall have occurred and be continuing (or would result after giving effect thereto), the Company may, if it so elects, increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all the Revolving Commitment Increases shall (each such increase to be in an aggregate amount that is an integral multiple of $500,000 and not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 5,000,000) (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount DateRevolving Amount”) on which the Company proposes that such Commitment Increase shall be effective), which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed first, by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to agreeing with one or more existing Lenders and/or other Persons that such Lenders’ respective Pro Rata Share shall be increased to include the Increased Revolving Amount, or if no existing Lender agrees to increase its Pro Rata Share, then by designating one or more financial institutions not theretofore a Lender to become a Lender (other than Ineligible Institutions) reasonably acceptable such designation to each be effective only with the prior written consent of the Administrative Agent, which consent will not be unreasonably withheld or delayed, and only if each Issuing Bank such financial institution accepts to fund, as the case may be, the Increased Revolving Amount). Lasalle and its Affiliates will use their best efforts to arrange financial institutions to provide such increases with arrangement fees paid as agreed at such time. Upon execution and delivery by the Company which and each such Lender or other financial institution of an instrument (an “Increased Revolving Amount Acceptance”) in form reasonably satisfactory to the Administrative Agent, such Lender shall have expressed the commitment to loan the Increased Revolving Amount as therein set forth, or such other financial institution shall become a desire Lender with a commitment to accept loan the Increased Revolving Amount as therein set forth, and all the rights and obligations of a Lender with a Revolving Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender hereunder; provided:
(a) that the Company shall provide prompt notice of such revised allocations of increase to the CommitmentsAdministrative Agent, including which shall promptly notify the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and respective Lenders;
(b) that the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to copy of the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.Increased Revolving Amount Acceptance;
(c) Notwithstanding that the foregoingamount of the Increased Revolving Amount, no Commitment Increase shall be established unlesstogether with all other Increased Revolving Amounts pursuant to this Section 2.1.4 since the date of this Agreement, subject to Section 1.3does not exceed $50,000,000;
(d) that, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or and after giving effect to the Increased Revolving Amount, the representations and warranties of the Company contained in Section 9 of this Agreement shall be true and correct in all material respects; and
(e) that the Administrative Agent shall have received such Commitment Increase; evidence (iiincluding an opinion of the Company’s counsel) all fees as it may reasonably request to confirm the Company’s due authorization of the transactions contemplated by this Section 2.1.4 and expensesthe validity and enforceability of the obligations of the Company resulting therefrom. On the date of any such increase, if any, owing in respect of such increase the Company shall be deemed to have represented to the Administrative Agent and the Lenders will have been paid; (iii) that the Company shall be in pro forma compliance with each of the covenants conditions set forth in Section 11.12 as clauses (a) through (e) above have been satisfied. Upon any increase in the aggregate amount of the last day of the most recently ended Computation Period after giving effect to such Revolving Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.22.1.4, such Incremental each existing Lender whose Revolving Commitment has not increased pursuant to this Section 2.1.4 (each, a “Non-Increasing Lender”) shall be deemed, without further action by any party hereto, to have sold to each Lender whose Revolving Commitment has been assumed or increased under this Section 2.1.4 (each, an “Increased Revolving Loan Lender”), and each Increased Revolving Loan Lender shall be deemed deemed, without further action by any party hereto, to be have purchased from each Non-Increasing Lender, a “participation in each Swing Line Loan and Letter of Credit in which such Non-Increasing Lender has acquired a participation in an amount equal to such Increased Lender” hereunder’s Pro Rata Share thereof, and henceforth shall be entitled to until such time as all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Swing Line Loans and all such other credit exposure shall be Letters of Credit are held ratably by the Lenders in proportion to their respective Commitments, as revised Revolving Commitment after giving effect to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Increased Revolving Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (Multi Color Corp)
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO Commitment Increase Period, Administrative Borrower may request that Agent and before the Termination Date, seek to Lenders (i) increase the Commitments Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) upon written notice and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to the Administrative Agentmake one or more term loan (any such term loan, an “Incremental Term Loan”; provided thateach Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), the in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the term of all Commitment Increases this Agreement not to exceed Three Hundred Million Dollars ($300,000,000). Each such request for an Incremental Revolving Credit Increase and/or Incremental Term Loan, as applicable, shall not exceed be in an amount of at least Ten Million Dollars ($200,000,000.
10,000,000), increased by increments of One Million Dollars (b$1,000,000), and may be made by either (x) Any such notice delivered to increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the Administrative Agent in connection addition of an Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment Increase or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be delivered at given the first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may be made as a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining term loan “A” to be established hereunder) sought made by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders or Additional Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable a term loan “B” to each of the Administrative be made by one or more “institutional” lenders on customary terms determined by Agent, each Issuing Bank US Borrower and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing toAdditional Lenders, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitmentsor lenders, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsapplicable.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Revolving Amount from the Closing Revolving Amount up to the Maximum Revolving Amount by either (ai) The Company mayproportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit Commitment, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase Period, the Lenders agree that Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Revolving Lenders with respect to the Revolving Credit Commitment (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment), at its option any time after least three Business Days prior to the consummation date of a Qualified IPO the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) Borrower shall execute and before deliver to Agent and the Termination Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrower shall, on the Additional Lender Assumption Effective Date, seek deliver to increase Agent, for the Commitments benefit of the Lenders, (any such increase, a “Commitment Increase”1) upon written confirmation (in form and substance reasonably satisfactory to Agent) that Borrower shall have given written notice to each Convertible Subordinated Noteholder that the Administrative Agent; provided thatObligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders. On each Additional Lender Assumption Effective Date, the aggregate principal amount Revolving Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of all principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Revolving Lenders such outstanding amounts, based on the revised Applicable Commitment Increases Percentages and to otherwise carry out fully the intent and terms of this subsection (b). In connection therewith, it is understood and agreed that the Maximum Amount of any Revolving Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Revolving Lender. Borrower shall not exceed $200,000,000.
request any increase in the Total Commitment Amount (or the Revolving Amount) pursuant to this subsection (b) Any such notice delivered to the Administrative Agent in connection with if a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase would exist. Upon the increase of the Revolving Amount, the Total Commitment Amount shall be proportionally increased from the Closing Commitment Amount to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Maximum Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionAmount.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Increase in Commitment. (a) After the Closing Date, the Borrower shall have the right to request that the Agent obtain additional Revolving Commitments (the “Additional Commitments”) so that the Revolving Commitments aggregate an amount equal to Three Hundred Fifty Million Dollars ($350,000,000) (the “Increased Facility Amount”), each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Agent setting forth such details with respect thereto as are reasonably requested by the Agent. Upon such request, the Agent shall, at the Borrower’s sole cost and expense of documentation and legal fees in connection therewith and subject to the agreement between the Borrower and Agent regarding fees for arranging and syndicating such Additional Commitments, use its reasonable efforts, in accordance with its customary syndication procedures, with the assistance of the Borrower, to arrange a syndicate of lenders with Revolving Commitments (including the initial Revolving Commitments), aggregating the Increased Facility Amount on or before the date which is ninety (90) days after the Additional Commitment Notice was received by the Agent (the “Syndication Expiration Date”). The Company mayAgent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitments to the extent of each Lender’s pro rata share of the proposed Additional Commitments prior to proposing additional bank syndicate members. If any existing Lender shall not agree to provide its pro rata share of the proposed Additional Commitments within 10 days after receipt from the Agent of a request to accept such pro-rata share of the proposed Additional Commitments, prior to commencing syndication, the Agent shall submit a list of proposed bank syndicate members (who indicate a willingness to accept all or a portion of the amount of the proposed Additional Commitments) to the Borrower; provided that, notwithstanding any existing Lender’s rejection of its pro rata share of the proposed Additional Commitments, such existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Agent shall have no further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Lender which is the Agent shall have the right, at its option any time after option, to commit to make the consummation Additional Commitments available to the Borrower and, if the Lender which is the Agent shall so elect to commit to making the Additional Commitments available to the Borrower, to arrange a syndicate of a Qualified IPO and before Lenders with Revolving Commitments aggregating the Termination Date, seek Increased Facility Amount. In the event that lenders commit to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice any new lender shall execute an accession agreement to this Agreement, the Revolving Commitments of the existing Lenders which have committed to provide any of the Additional Commitments shall be increased, the pro rata shares of the Lenders shall be adjusted, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Administrative Agent; provided that, Loan Documents as may be necessary to reflect the aggregate principal amount amount, if any, by which Lenders have agreed to increase their respective Revolving Commitments or make new Revolving Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.24 and which other changes do not adversely affect the rights of all Commitment Increases shall those Lenders who do not exceed $200,000,000elect to increase their respective Revolving Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Revolving Commitments.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase an increase in the aggregate amount of the Revolving Commitments shall be established unless, subject to Section 1.3, effective only if (i) no Unmatured Event of Default or Event of Default shall exist have occurred and be continuing on the date such Increased Amount Date before or after giving effect increase is to such Commitment Increasebecome effective; (ii) all fees each of the representations and expenseswarranties made by the Borrower in this Agreement and the other Loan Documents shall be true and correct on and as of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (or, if anyany such representation or warrant is expressly stated to have been made as of a specific date, owing in respect as of such increase to the Administrative Agent and the Lenders will have been paidspecific date); (iii) the Company Agent shall be in pro forma compliance with each of have received such documents and certificates as the covenants set forth in Section 11.12 as of Agent or its counsel may reasonably request relating to the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment authorization of such Commitment Increaseincrease; and (iv) the Company Agent shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested have received payment by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those Borrower of the other Commitments additional syndication and arrangement fees described in Section 2.24(a) with respect to the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsAdditional Commitment.
Appears in 1 contract
Sources: Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of Unless a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Potential Event of Default or an Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if lesscontinuing, the maximum amount of Commitment Increase remaining to be established hereunder) sought Borrower, by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such written notice is delivered to the Administrative Agent (unless otherwise agreed which shall promptly notify each of the Lenders), may request on up to five (5) occasions during the term of this Agreement that the Revolving Credit Commitment be increased by an amount not less than $25,000,000 per request and not more than $280,000,000 in the Administrative Agent in aggregate (such that the Revolving Credit Commitment after such increase(s) shall never exceed $750,000,000); provided that for any such request (i) the Borrower shall not have requested the one-year extension of the Revolving Credit Termination Date pursuant to the definition thereof, (ii) any Lender that is a party to this Agreement prior to such request for an increase, at its reasonable sole discretion) , may elect to increase its Revolving Credit Commitment but shall not have any obligation to so increase its Revolving Credit Commitment, and (iii) in the identity of event that each Incremental Lender does not elect to whom increase its Revolving Credit Commitment, the Company proposes any portion of such Commitment Increase be allocated and Arrangers shall use commercially reasonable efforts to locate additional lenders willing to hold commitments for the amounts of such allocations. The Administrative Agentrequested increase, subject to the approval of any such proposed lender by the Borrower, and the Borrower may also identify additional lenders willing to hold commitments for the requested increase, provided that the Administrative Agent shall have the right to approve any such additional lender, which approval will not be unreasonably withheld or delayed. In the event that lenders commit to any such increase, the Revolving Credit Commitments of the committed Lenders shall be increased, the Pro Rata Shares of the Lenders shall be adjusted, new Notes shall be issued, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Credit Loans, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Revolving Credit Commitments or make new Revolving Credit Commitments pursuant to this Section 2.1(b), in each case without requiring the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of those Lenders increasing their Revolving Credit Commitments. The fees payable by the Administrative Agent, each Issuing Bank Borrower upon any such increase in the Revolving Credit Commitments shall be agreed upon by the Arrangers and the Company which have expressed a desire to accept Borrower at the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender time of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing nothing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender 2.1(b) shall constitute or be deemed to be a “Lender” constitute an agreement or commitment by any Lender to increase its Revolving Credit Commitment hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Revolving Credit Agreement (Reckson Associates Realty Corp)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Revolving Amount from the Closing Revolving Amount up to the Maximum Revolving Amount by either (ai) The Company mayproportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit Commitment, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Revolving Lenders with respect to the Revolving Credit Commitment (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment), at its option any time after least three Business Days prior to the consummation date of a Qualified IPO the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) Borrower shall execute and before deliver to Agent and the Termination Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrower shall, on the Additional Lender Assumption Effective Date, seek deliver to increase Agent, for the Commitments benefit of the Lenders, (any such increase, a “Commitment Increase”1) upon written confirmation (in form and substance reasonably satisfactory to Agent) that Borrower shall have given written notice to each Convertible Subordinated Noteholder that the Administrative Agent; provided thatObligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders. On each Additional Lender Assumption Effective Date, the aggregate principal amount Revolving Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of all principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Revolving Lenders such outstanding amounts, based on the revised Applicable Commitment Increases Percentages and to otherwise carry out fully the intent and terms of this subsection (b). In connection therewith, it is understood and agreed that the Maximum Amount of any Revolving Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Revolving Lender. Borrower shall not exceed $200,000,000.
request any increase in the Revolving Amount (or the Total Commitment Amount) pursuant to this subsection (b) Any such notice delivered to the Administrative Agent in connection with if a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase would exist. Upon each increase of the Revolving Amount, the Total Commitment Amount shall be proportionally increased from the Closing Commitment Amount up to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Maximum Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionAmount.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Increase in Commitment. 107599586\V-16 US_Active\115440519\V-15
(a) The Company mayProvided that no Unmatured Default or Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.23, the Borrower shall have the option at its option any time after and from time to time prior to the consummation date that is at least thirty (30) days prior to the Facility Termination Date to request an increase in the Aggregate Revolving Credit Commitment, the Term Loan A Commitments and/or the Term Loan B Commitments, each in increments of a Qualified IPO $10,000,000, by an aggregate amount of increases to the Aggregate Revolving Credit Commitment, the Term A Loan Commitments and before Term Loan B Commitments of up to $350,000,000 (the Termination Dateamount of the requested increase to be set forth in the Increase Notice) (which, seek to increase assuming no previous reduction in the Revolving Credit Commitments, the Term Loan A Commitments (any such increaseor the Term Loan B Commitments, a “would result in an Aggregate Commitment Increase”) upon of $700,000,000), written notice to the Administrative Agent; provided that, Agent (an “Increase Notice”). The execution and delivery of the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed Notice by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought Borrower shall constitute a representation and warranty by the Company, (ii) Borrower that all the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants conditions set forth in this Section 11.12 as 2.23 shall have been satisfied on the date of the last day of the most recently ended Computation Period after giving effect to such Increase Notice. The Commitment Increase and other customary and appropriate pro forma adjustment eventsmay be allocated (1) to the then existing Revolving Credit Commitments, including any Acquisitions having the same terms as the existing Revolving Credit Commitments (2) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (3) to the initial Term Loan B Commitment, or dispositions after once the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such initial Term Loan B Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” provided hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by then existing Term Loan B Commitments having the Lenders in proportion to their respective same terms as the existing Term Loan B Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.or
Appears in 1 contract
Sources: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to Borrower may increase the aggregate amount of the Commitments by an amount not greater than $100,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other assignee (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 Section 2.08 plus the Commitments of the Additional Lenders upon written giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 to the Administrative Agent; provided that, which shall promptly provide a copy of such notice to the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000Lenders.
(b) Any such notice delivered Commitment Increase shall become effective upon (i) the receipt by the Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Administrative Agent in connection signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage 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, and (B) such evidence of appropriate corporate authorization on the part of the Borrower with a respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (iii) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (iv) receipt by the Administrative Agent of a certificate (the statements contained in which shall be delivered at true) of a time when duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (X) no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, and shall specify (iY) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed all representations and warranties made by the Administrative Agent) or, if less, the maximum amount Borrower in this Agreement are true and correct in all material respects as of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding If any Loans are outstanding upon the foregoingeffective date of any Commitment Increase, no Commitment Increase each Increasing Lender and each Additional Lender shall be established unless, subject provide funds to the Administrative Agent in the manner described in Section 1.3, 2.03(d) in an amount equal to the product of (i) no Unmatured Event the aggregate outstanding principal amount of Default such Loans (other than Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (ii) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Event Loans made by such Lender on the date of Default shall exist on such Increased Amount Date before or after giving effect Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (I) the aggregate outstanding principal amount of each Loan (other than Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately prior to such Commitment Increase; ) and (iiII) all fees in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iiiB) the Company shall be in pro forma compliance with each of the covenants set forth same Type(s) and having the same Interest Periods(s) as each Loan described in Section 11.12 as of the last day of the most recently ended Computation Period preceding clause (A), such that after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of Loans made on the relevant Computation Period but on or prior to or simultaneous with the establishment date of such Commitment Increase; and , each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (iv) the Company after giving effect to such Commitment Increase). The Borrower shall deliver or cause pay to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent any amounts payable pursuant to Section 2.12(e) in connection with any such transactionCommitment Increase.
(d) Upon Notwithstanding any provision contained herein to the effectiveness contrary, from and after the date of any Commitment Increase and the making of any Incremental Lender that is not already a Lender Loans on such date pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increaseparagraph (c) above, all calculations and payments of Facility Fees and of interest on the Loans and all such other credit exposure comprising any Loan shall be held ratably by take into account the Lenders in proportion to their respective Commitments, as revised to reflect actual Commitment of each Lender (including the increase in the Commitments. The terms of any such Commitment Increase Additional Lender) and the extensions principal amount outstanding of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange by each such Lender during the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsrelevant period of time.
Appears in 1 contract
Sources: Revolving Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount to the Maximum Commitment Amount by either (ai) The Company mayincreasing, for one or more Banks, with and subject to their prior written consent, their respective Revolving Credit Commitments, or (ii) with and subject to the prior written consent of Agent, including one or more Additional Banks, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase Period, the Banks agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Bank, if any, shall execute an Additional Bank Assumption Agreement, (B) Agent shall provide to each Bank a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Banks, if appropriate, at its option any time after least three Business Days prior to the consummation effectiveness of a Qualified IPO such Additional Commitments (each an “Additional Bank Assumption Effective Date”), and before (C) Borrowers shall execute and deliver to Agent and the Termination Banks such replacement or additional Revolving Credit Notes as shall be required by Agent. The Banks hereby authorize Agent to execute each Additional Bank Assumption Agreement on behalf of the Banks. On each Additional Bank Assumption Effective Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice Banks shall make adjustments among themselves with respect to the Administrative Revolving Loans 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 Agent; provided that, in order to reallocate among such Banks such outstanding amounts, based on the aggregate principal amount revised Commitment Percentages and to otherwise carry out fully the intent and terms of all this subsection (b). It is a condition precedent to Borrowers’ ability to request any increase in the Total Commitment Increases shall not exceed $200,000,000.
Amount pursuant to this subsection (b) Any such notice delivered that Borrowers shall have demonstrated to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent satisfaction of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to Agent compliance with each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
following: (c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (ix) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment eventswould exist, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (ivy) the Company MTCT shall deliver or cause to be delivered have completed a secondary stock offering raising a minimum of $50,000,000 in additional equity. Borrowers shall pay any customary legal opinions attorneys’ fees or other customary closing documents reasonably requested by the Administrative expenses of Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms documentation of any such Commitment Increase increase, as well as such other fees as may be agreed upon between Borrowers and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsAgent.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO Commitment Increase Period, Administrative Borrower may request that Agent and before the Termination Date, seek to Lenders (i) increase the Commitments Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) upon written notice and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to the Administrative Agentmake one or more term loans (any such term loan, an “Incremental Term Loan”; provided thateach Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), the in an aggregate principal amount of for all Commitment such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the SixthNinth Amendment Effective Date not to exceed Three Hundred Million Dollars ($300,000,000); provided that no Incremental Increases shall not exceed $200,000,000.
(b) Any be requested during the Covenant Adjustment Period. Each such notice delivered to the Administrative Agent in connection with a Commitment request for an Incremental Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the in an amount of such at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the addition of an Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment Increase or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) oreach an “Additional Commitment” and, if lesscollectively, the maximum amount of Commitment Increase remaining “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may be made as a term loan “A” to be established hereunder) sought made by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders or Additional Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable a term loan “B” to each of the Administrative be made by one or more “institutional” lenders on customary terms determined by Agent, each Issuing Bank US Borrower and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing toAdditional Lenders, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitmentsor lenders, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsapplicable.
Appears in 1 contract
Increase in Commitment. (ai) The Company may, at its option At any time after during thefrom the consummation First Amendment Effective Date through the last day of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek to Borrowers may request that the Administrative Agent increase the Commitments Total Commitment Amount by (any such increaseA) increasing the 59
(ii) During the Commitment Increase Period, a “Commitment Increase”) upon written notice to all of the Lenders agree that the Administrative Agent; provided that, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the aggregate principal following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of all at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrowers and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Increases Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (D) the applicable Borrowers shall not exceed $200,000,000.
(b1) Any such notice delivered deliver to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event the resolutions of Default the board of directors (or Event of Default has occurred and is continuing and shall specify (iother governing body) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orBorrower, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunderAgent, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect evidencing approval of such increase and the consummation of the transactions contemplated thereby and (2) if requested by the Administrative Agent, deliver to the Administrative Agent an opinion of counsel with respect to such increase, in form and substance reasonably satisfactory to the Administrative Agent, and (E) the applicable Borrowers shall execute and deliver to the Administrative Agent and the Lenders will have been paid; (iii) the Company such replacement or additional Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent in connection with any (if Notes have been requested by such transactionLender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(diii) Upon On each Additional Lender Assumption Effective Date with respect to the effectiveness Specific Commitment being increased, as appropriate, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of any 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 reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Increase Percentages and to otherwise carry out fully the intent and terms of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender 2.10(b) (and the appropriate Borrowers shall be deemed pay to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.60
Appears in 1 contract
Increase in Commitment. (a) The Company mayAfter the Closing Date, the Borrower shall have the right to request that the Agent obtain additional Revolving Commitments (the “Additional Commitments”) so that the Revolving Commitments aggregate an amount equal to Five Hundred Million Dollars ($500,000,000) (the “Increased Facility Amount”), each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Agent setting forth such details with respect thereto as are reasonably requested by the Agent. Upon such request, the Agent shall, at the Borrower’s sole cost and expense of documentation and legal fees in connection therewith and subject to the agreement between the Borrower and Agent regarding fees for arranging and syndicating such Additional Commitments, use its option any time reasonable efforts, in accordance with its customary syndication procedures, with the assistance of the Borrower, to arrange a syndicate of lenders with Revolving Commitments (including the initial Revolving Commitments), aggregating the Increased Facility Amount on or before the date which is ninety (90) days after the consummation Additional Commitment Notice was received by the Agent (the “Syndication Expiration Date”). The Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitments to the extent of each Lender’s pro rata share of the proposed Additional Commitments prior to proposing additional bank syndicate members. If any existing Lender shall not agree (in its sole discretion) to provide its pro rata share of the proposed Additional Commitments within 10 days after receipt from the Agent of a Qualified IPO and before request to accept such pro-rata share of the Termination Date, seek to increase the proposed Additional Commitments (any such increaseLender not responding within such 10-day period shall be deemed to have declined participation in such proposed Additional Commitments), prior to commencing syndication, the Agent shall submit a “Commitment Increase”list of proposed bank syndicate members (who indicate a willingness to accept all or a portion of the amount of the proposed Additional Commitments) upon written notice to the Administrative AgentBorrower; provided that, notwithstanding any existing Lender’s rejection of its pro rata share of the proposed Additional Commitments, such existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Agent shall have no further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, the Lender which is the Agent shall have the right, at its option, to commit to make the Additional Commitments available to the Borrower and, if the Lender which is the Agent shall so elect to commit to making the Additional Commitments available to the Borrower, to arrange a syndicate of Lenders with Revolving Commitments aggregating the Increased Facility Amount. In the event that lenders commit to any such increase, any new lender shall execute an accession agreement to this Agreement, the Revolving Commitments of the existing Lenders which have committed to provide any of the Additional Commitments shall be increased, the pro rata shares of the Lenders shall be adjusted, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate principal amount amount, if any, by which Lenders have agreed to increase their respective Revolving Commitments or make new Revolving Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.24 and which other changes do not adversely affect the rights of all Commitment Increases shall those Lenders who do not exceed $200,000,000elect to increase their respective Revolving Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Revolving Commitments.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase an increase in the aggregate amount of the Revolving Commitments shall be established unless, subject to Section 1.3, effective only if (i) no Unmatured Event of Default or Event of Default shall exist have occurred and be continuing on the date such Increased Amount Date before or after giving effect increase is to such Commitment Increasebecome effective; (ii) all fees each of the representations and expenseswarranties made by the Borrower in this Agreement and the other Loan Documents shall be true and correct on and as of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such date (or, if anyany such representation or warrant is expressly stated to have been made as of a specific date, owing in respect as of such increase to the Administrative Agent and the Lenders will have been paidspecific date); (iii) the Company Agent shall be in pro forma compliance with each of have received such documents and certificates as the covenants set forth in Section 11.12 as of Agent or its counsel may reasonably request relating to the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment authorization of such Commitment Increaseincrease; and (iv) the Company Agent shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested have received payment by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those Borrower of the other Commitments additional syndication and arrangement fees described in Section 2.24(a) with respect to the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsAdditional Commitment.
Appears in 1 contract
Sources: Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
Increase in Commitment. (a) The Company may, at its option i. At any time after during the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided thatIncrease Period, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes Borrower may request that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by A) increase the Administrative Agent in its reasonable discretionMaximum Revolving Amount, or (B) and add a term loan facility to this Agreement (iiithe “Additional Term Loan Facility”) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase (which Additional Term Loan Facility shall be allocated and the amounts of such allocations. The Administrative Agent, subject to subsection (c) below); provided that the consent aggregate amount of all increases (revolver and term) made pursuant to this subsection (b) following the Company, which Fourth Amendment Effective Date shall not exceed One Hundred Million Dollars ($100,000,000). Each such request for an increase shall be unreasonably withheldin an amount of at least Ten Million Dollars ($10,000,000), and may allocate be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
ii. During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of agree that the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitments, including the desired increase. No Commitment Increase shall become effective until following requirements: (A) each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), (D) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders will have been paid; (iii) the Company such replacement or additional Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent (if Notes have been requested by such Lender or Lenders) and (E) solely with respect to any Additional Commitment in connection with any such transactionthe Project Everest Acquisition, upon satisfaction solely of the Project Everest Acquisition Conditions. The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
iii. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among the applicable Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (d) Upon and the effectiveness Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Fixed Rate Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Commitment Increase Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. Other than with respect to the Project Everest Acquisition, the Borrower shall not request any Incremental Lender that is not already increase or any addition of a Lender term loan facility pursuant to this Section 2.1.2subsection (b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions of credit made pursuant thereto Lenders shall be identical enter into an amendment to those of the other Commitments evidence such increase and the extensions of credit made pursuant thereto. Each Commitment Increase shall be to address related provisions as deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect necessary or decline to arrange the increase in Commitment sought appropriate by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsAgent.
Appears in 1 contract
Increase in Commitment. (a) The Company mayProvided that no Unmatured Default or Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.23, the Borrower shall have the option at its option any time after and from time to time prior to the consummation date that is at least thirty (30) days prior to the Facility Termination Date to request an increase in the Aggregate Revolving Credit Commitment, the Term Loan A Commitments and/or the Term Loan B Commitments, each in increments of a Qualified IPO $10,000,000, by an aggregate amount of increases to the Aggregate Revolving Credit Commitment, the Term Loan A Commitments and before Term Loan B Commitments of up to $350,000,000 (the Termination Dateamount of the requested increase to be set forth in the Increase Notice) (which, seek to increase assuming no previous reduction in the Revolving Credit Commitments, the Term Loan A Commitments (any such increaseor the Term Loan B Commitments, a “would result in an Aggregate Commitment Increase”) upon of LEGAL02/41239043v9 $825,000,000), written notice to the Administrative Agent; Agent (an “Increase Notice”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this Section 2.23 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, having the same terms as the existing Revolving Credit Commitments (2) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (3) to the initial Term Loan B Commitment, or once the initial Term Loan B Commitment is provided thathereunder, to the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, or (4) any combination thereof reasonably satisfactory to Administrative Agent and satisfactory to the existing or additional Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, providing such additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable.
(b) Any such notice delivered to In the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event event of Default or Event the initial increase of Default has occurred and is continuing and shall specify the Term Loan B Commitment, (i) the amount Borrower, the Administrative Agent and the Lenders providing such initial Term Loan B Commitment shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan B Commitment (the “Term Loan B Commitment Amendment”), and all Lenders not providing the initial Term Loan B Commitments hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Term Loan B Commitments shall provide that: (A) the final maturity date of the Term Loan B Commitment Increase shall be no earlier than the Term Loan A Maturity Date, (B) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan B Commitment (which shall not restrict any mandatory prepayments required under Section 2.3(b)) and (C) the Term Loan B Loans will rank pari passu in right of payment with the existing Revolving Credit Loans and the existing Term Loan A Loans and the borrower and guarantors of the Term Loan B Commitment shall be the same as the Borrower and Subsidiary Guarantors with respect to the existing Revolving Credit Loans and Term Loan A Loans, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan B Loans shall be determined by the Borrower and the Term Loan B Lenders, (E) the Term Loan B Loans may participate on a pro rata or less than $10,000,000 pro rata (unless otherwise agreed by but not greater than pro rata) basis in voluntary or mandatory prepayments with the Administrative AgentRevolving Credit Loans and the Term Loan A Loans, and (F) orthe terms of the Term Loan B Commitment shall be substantially identical to the terms set forth herein with respect to the Term Loan A Commitment (except as set forth in clauses (A) through (E) above), if lessexcept for any terms that apply only after the Term Loan A Maturity Date or are also added for the benefit of the Term Loan A Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, and (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase Borrower shall be effective, which shall be execute and deliver a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable Note to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire Term Loan B Lender with respect to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitmentsrespective Term Loan B Loan.
(c) Notwithstanding Upon receipt of any Increase Notice, the foregoingAdministrative Agent shall consult with the Arrangers and shall notify the Borrower of the amount of facility fees (if LEGAL02/41239043v9 any) to be paid to any Lenders who provide an additional Revolving Credit Commitment, no Term Loan A Commitment or Term Loan B Commitment, as applicable, in connection with such increase in the Aggregate Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Administrative Agent or the Arrangers pursuant to the Fee Letter). If the Borrower agrees to pay the facility fees so determined, then the Administrative Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Aggregate Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, upon such terms shall provide Administrative Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Administrative Agent and the Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Administrative Agent and the Arrangers shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments, Term Loan A Commitments and/or Term Loan B Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Administrative Agent, the Arrangers or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be established unlessacceptable to Administrative Agent, subject the Arrangers and the Borrower) to Section 1.3become a Revolving Credit Lender, (i) no Unmatured Event of Default or Event of Default Term Loan A Lender and/or Term Loan B Lender and provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable. The Administrative Agent shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) provide all fees and expensesRevolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, owing of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender, as applicable, and the revised Revolving Credit Percentages, Term Loan A Commitment Percentages and/or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated hereunder to provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment.
(d) On any Commitment Increase Date with respect to the Revolving Credit Commitment, the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable LEGAL02/41239043v9 Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Revolving Credit Percentage (as in respect effect after the applicable Commitment Increase Date) of such increase the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit and Swingline Advances shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Percentage is increasing shall advance the funds to the Administrative Agent and the Lenders will have been paid; (iii) the Company funds so advanced shall be in pro forma compliance with each distributed among the Revolving Credit Lenders whose Revolving Credit Percentage is decreasing as necessary to accomplish the required reallocation of the covenants set forth outstanding Revolving Credit Loans.
(e) Upon the effective date of each increase in the Aggregate Revolving Credit Commitment, Term Loan A Commitments and/or Term Loan B Commitments pursuant to this Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events2.23, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionmay unilaterally revise Schedule 1.1 to reflect the then current Commitments of each Lender and shall provide a copy thereof to each Lender.
(df) Upon Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Revolving Credit Lenders to increase the Aggregate Revolving Credit Commitment, the Administrative Agent and the Term Loan A Lenders to increase the Term Loan A Commitments or the Administrative Agent and the Term Loan B Lenders (including any Persons that elect to become Term Loan B Lenders) to increase the Term Loan B Commitments, as applicable, pursuant to this Section 2.23 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any Commitment Increase increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2the Aggregate Revolving Credit Commitment, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by Term Loan A Commitments or the Lenders in proportion to their respective Term Loan B Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.applicable:
Appears in 1 contract
Sources: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when Provided no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit D hereto at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and shall specify each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (ieach such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Increase (which Amount Increases shall not exceed $300,000,000. The effective date of the Commitment Amount Increase shall be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought upon by the Company, (ii) such Additional Lender and the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which whose agreement shall not be unreasonably withheld, may allocate conditioned or delayed). Upon the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agenteffectiveness thereof, each Issuing Bank Additional Lender shall advance the relevant Revolving Loans and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will purchase Participating Interests in all then notify each existing Lender and Incremental Lender outstanding Letters of Credit in an amount sufficient such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or that after giving effect to such Commitment Increase; relevant Revolving Loans and purchases each Lender (iiincluding such Additional Lender) all fees shall have outstanding its respective Percentage of the aggregate Revolving Loans and expenses, if any, owing in respect Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such increase to effectiveness unless the Administrative Agent Borrowers pay all amounts due under Section 2.5 hereof, and the Lenders will have been paid; (iii) that the Company shall be in pro forma compliance with each not have terminated any portion of the covenants set forth in Aggregate Revolving Commitments pursuant to Section 11.12 as 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the last day Agent (including reasonable fees and disbursements of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (ivcounsel) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Lender shall have any obligation to increase its Aggregate Revolving Commitment and all such other credit exposure no Lender’s Aggregate Revolving Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedLender may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (Emcor Group Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount by either (ai) The Company mayincreasing, for one or more Banks, with and subject to their prior written consent, their respective Revolving Credit Commitments, or (ii) with and subject to the prior written consent of Agent, including one or more Additional Banks, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, the Banks agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Bank, if any, shall execute an Additional Bank Assumption Agreement, (B) Agent shall provide to each Bank a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Banks, if appropriate, at its option any time after least three Business Days prior to the consummation effectiveness of a Qualified IPO such Additional Commitments (each an "Additional Bank Assumption Effective Date"), and before (C) Borrowers shall execute and deliver to Agent and the Termination Banks such replacement or additional Revolving Credit Notes as shall be required by Agent. The Banks hereby authorize Agent to execute each Additional Bank Assumption Agreement on behalf of the Banks. On each Additional Bank Assumption Effective Date, seek the Banks shall make adjustments among themselves with respect to the Revolving Loans 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 Agent, in order to reallocate among such Banks such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this subsection (b). Borrowers shall not request any increase in the Commitments Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist. Borrowers shall pay any attorneys' fees or other expenses of Agent in connection with the documentation of any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any as well as such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which other fees as may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative agreed upon between Borrowers and Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit and Security Agreement (MTC Technologies Inc)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when Provided no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit D hereto at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall specify not exceed the greater of (i) $900,000,000 and (ii) Adjusted EBITDA for the amount twelve month period ending immediately prior to the effective date of such the Commitment Amount Increase. The effective date of the Commitment Amount Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought upon by the Company, (ii) such Additional Lender and the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which whose agreement shall not be unreasonably withheld, may allocate conditioned or delayed). Upon the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agenteffectiveness thereof, each Issuing Bank Additional Lender shall advance the relevant Revolving Loans and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will purchase Participating Interests in all then notify each existing Lender and Incremental Lender outstanding Letters of Credit in an amount sufficient such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or that after giving effect to such Commitment Increase; relevant Revolving Loans and purchases each Lender (iiincluding such Additional Lender) all fees shall have outstanding its respective Percentage of the aggregate Revolving Loans and expenses, if any, owing in respect Participating Interests then outstanding. It shall be a condition to such effectiveness that no SOFR Loans be outstanding on the date of such increase to effectiveness unless the Administrative Agent Borrowers pay all amounts due under Section 2.5 hereof, and the Lenders will have been paid; (iii) that the Company shall be in pro forma compliance with each not have terminated any portion of the covenants set forth in Aggregate Revolving Commitments pursuant to Section 11.12 as 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the last day Agent (including reasonable fees and disbursements of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (ivcounsel) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Lender shall have any obligation to increase its Aggregate Revolving Commitment and all such other credit exposure no Lender’s Aggregate Revolving Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedLender may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, on no more than three occasions, seek to increase the Commitments Commitment (any such increase, the “Incremental Commitments”) by up to an aggregate amount not exceeding $50,000,000 (resulting in a “maximum Commitment Increase”of $400,000,000) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such which notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of any such Commitment Increase incremental increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder20,000,000) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase the Incremental Commitments shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Lender (each, an “Incremental Lender Revolving Loan Lender”) to whom the Company proposes any portion of such Commitment Increase Incremental Commitments be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase incremental increase (which may be declined by any Lender (including in its reasonable sole discretion)) in the Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Persons (other than Ineligible Institutions) banks or entities reasonably acceptable to each of the Administrative Agent, each Issuing Bank Lender, the Swing Line Lender and the Company which have expressed a desire to accept the Commitment Increaseincrease in Commitment. The Administrative Agent will then notify each existing Lender and Incremental potentially new Lender of such revised allocations of the CommitmentsCommitment, including the desired increase. No increase in the Commitment Increase shall become effective until each of the Incremental existing or new Lenders extending such incremental Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental existing Lender states the amount of its Incremental Commitment, any such new Lender states its Commitment Increase amount and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that (c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i1) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment IncreaseIncremental Commitments; (ii2) all other fees and expenses, if any, expenses owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii3) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 11.14 as of the last day of the most recently ended Computation Period Fiscal Quarter after giving effect to such Commitment Increase Incremental Commitments and other customary and appropriate pro forma adjustment events, including any Acquisitions acquisitions or dispositions after the beginning of the relevant Computation Period determination period but on or prior to or simultaneous with the establishment borrowing of such Commitment IncreaseIncremental Commitments, and provided that for purposes of calculating the Total Debt to EBITDA Ratio, the Commitments (including any Incremental Commitments) shall be assumed to be fully drawn; and (iv4) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increasesuch Incremental Commitments, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the CommitmentsCommitment. The terms of any such Commitment Increase Incremental Commitments and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Incremental Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (Centene Corp)
Increase in Commitment. (a) The Company mayProvided that no Unmatured Default or Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.23, the Borrower shall have the option at its option any time after and from time to time prior to the consummation date that is at least thirty (30) days prior to the Facility Termination Date to request an increase in the Aggregate Revolving Credit Commitment, the Term Loan A Commitments and/or the Term Loan B Commitments, each in increments of a Qualified IPO $10,000,000, by an aggregate amount of increases to the Aggregate Revolving Credit Commitment, the Term A Loan Commitments and before Term Loan B Commitments of up to $350,000,000 (the Termination Dateamount of the requested increase to be set forth in the Increase Notice) (which, seek to increase assuming no previous reduction in the Revolving Credit Commitments, the Term Loan A Commitments (any such increaseor the Term Loan B Commitments, a “would result in an Aggregate Commitment Increase”) upon of $700,000,000), written notice to the Administrative Agent; Agent (an “Increase Notice”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this Section 2.23 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, having the same terms as the existing Revolving Credit Commitments (2) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (3) to the initial Term Loan B Commitment, or once the initial Term Loan B Commitment is provided thathereunder, to the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, or (4) any combination thereof reasonably satisfactory to Administrative Agent and satisfactory to the existing or additional Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, providing such additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable.
(b) Any such notice delivered to In the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event event of Default or Event the initial increase of Default has occurred and is continuing and shall specify the Term Loan B Commitment, (i) the amount Borrower, the Administrative Agent and the Lenders providing such initial Term Loan B Commitment shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan B Commitment (the “Term Loan B Commitment Amendment”), and all Lenders not providing the initial Term Loan B Commitments hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Term Loan B shall provide that: (A) the final maturity date of the Term Loan B Commitment Increase shall be no earlier than the Term Loan A Maturity Date, (B) there shall be no scheduled amortization of the loans or reductions of commitments under the Term Loan B Commitment (which shall not restrict any mandatory prepayments required under Section 2.3(b)) and (C) the Term Loan B Loans will rank pari passu in right of payment with the existing Revolving Credit Loans and the existing Term Loan A Loans and the borrower and guarantors of the Term Loan B Commitment shall be the same as the Borrower and Subsidiary Guarantors with respect to the existing Revolving Credit Loans and Term Loan A Loans, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan B shall be determined by the Borrower and the Term Loan B Lenders, (E) the Term Loan B Loans may participate on a pro rata or less than $10,000,000 pro rata (unless otherwise agreed by but not greater than pro rata) basis in voluntary or mandatory prepayments with the Administrative AgentRevolving Credit Loans and Term Loan A Loans, and (F) orthe terms of the Term Loan B Commitment shall be substantially identical to the terms set forth herein with respect to Term Loan A (except as set forth in clauses (A) through (E) above), if lessexcept for any terms that apply only after the Term Loan A Maturity Date or are also added for the benefit of the Term Loan A Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, and (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase Borrower shall be effective, which shall be execute and deliver a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable Note to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire Term Loan B Lender with respect to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitmentsrespective Term Loan B Loan.
(c) Notwithstanding Upon receipt of any Increase Notice, the foregoingAdministrative Agent shall consult with the Arrangers and shall notify the Borrower of the amount of facility fees (if any) to be paid to any Lenders who provide an additional Revolving Credit Commitment, no Term Loan A Commitment or Term Loan B Commitment, as applicable, in connection with such increase in the Aggregate Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Administrative Agent or the Arrangers pursuant to the Fee Letter). If the Borrower agrees to pay the facility fees so determined, then the Administrative Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Aggregate Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, upon such terms shall provide Administrative Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Administrative Agent and the Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, who provide such commitment letters on such basis as the Administrative Agent and the Arrangers shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments, Term Loan A Commitments and/or Term Loan B Commitments, as applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Administrative Agent, the Arrangers or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be established unlessacceptable to Administrative Agent, subject the Arrangers and the Borrower) to Section 1.3become a Revolving Credit Lender, (i) no Unmatured Event of Default or Event of Default Term Loan A Lender and/or Term Loan B Lender and provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable. The Administrative Agent shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) provide all fees and expensesRevolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, owing of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender, as applicable, and the revised Revolving Credit Percentages, Term Loan A Commitment Percentages and/or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated hereunder to provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment.
(d) On any Commitment Increase Date with respect to the Revolving Credit Commitment, the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Revolving Credit Percentage (as in respect effect after the applicable Commitment Increase Date) of such increase the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit and Swingline Advances shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Percentage is increasing shall advance the funds to the Administrative Agent and the Lenders will have been paid; (iii) the Company funds so advanced shall be in pro forma compliance with each distributed among the Revolving Credit Lenders whose Revolving Credit Percentage is decreasing as necessary to accomplish the required reallocation of the covenants set forth outstanding Revolving Credit Loans.
(e) Upon the effective date of each increase in the Aggregate Revolving Credit Commitment, Term Loan A Commitments and/or Term Loan B Commitments pursuant to this Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events2.23, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionmay unilaterally revise Schedule 1.1 to reflect the then current Commitments of each Lender and shall provide a copy thereof to each Lender.
(df) Upon Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Revolving Credit Lenders to increase the Aggregate Revolving Credit Commitment, the Administrative Agent and the Term Loan A Lenders to increase the Term Loan A Commitments or the Administrative Agent and the Term Loan B Lenders (including any Persons that elect to become Term Loan B Lenders) to increase the Term Loan B Commitments, as applicable, pursuant to this Section 2.23 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any Commitment Increase increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2the Aggregate Revolving Credit Commitment, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by Term Loan A Commitments or the Lenders in proportion to their respective Term Loan B Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.applicable:
Appears in 1 contract
Sources: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Increase in Commitment. (a) The Company may, at its option At any time after prior to the consummation of a Qualified IPO and before the Revolving Credit Termination Date, seek the Borrower shall have the ability, in consultation with the Administrative Agent, to increase request increases in the Commitments Commitment (any such increaseeach, a “Requested Commitment Increase”) upon written notice to the Administrative Agent); provided thatthat (i) no Lender shall have any obligation to participate in any Requested Commitment Increase, (ii) in no event shall the aggregate principal amount of all Requested Commitment Increases shall not exceed $200,000,000.
50,000,000, (biii) Any each such notice delivered to the Administrative Agent in connection with a Requested Commitment Increase shall be delivered at in a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the minimum principal amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum remaining amount of Commitment Increase remaining permitted pursuant to be established hereunder) sought by the Company, clause (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3above, (iiv) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date have occurred and be continuing or would result from the proposed Requested Commitment Increase, and (v) the Borrower shall have demonstrated pro forma compliance with all financial covenants set forth in Article 9 before or and after giving effect to such Requested Commitment Increase; .
(iib) all fees and expenses, if any, owing in respect The Administrative Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Administrative Agent within five (5) Business Days (or such longer period of time which may be agreed upon by the Administrative Agent and the Lenders will have been paid; (iiiBorrower and communicated to the Lenders) from the Company shall be in pro forma compliance with each date of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment delivery of such notice to the Lenders whether or not it agrees to increase its Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested and, if so, by the Administrative Agent in connection with any what amount. Any Lender not responding within such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender time period shall be deemed to be a “Lender” hereunder, and henceforth have declined to increase its Commitment. The Administrative Agent shall be entitled notify the Borrower of the Lenders’ responses to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders each request made hereunder. After giving effect The Borrower may also invite additional Eligible Assignees to any become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.
(c) Upon the completion of each Requested Commitment Increase, all Loans and all such other credit exposure shall (i) entries on Schedule 1.1 will be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the revised Commitments and Commitment Percentages of each of the Lenders (including each new Lender) and (ii) the outstanding Revolving Credit Loans will be reallocated on the effective date of such increase among the Lenders in the Commitments. The terms of any such accordance with their revised Commitment Increase Percentages (and the extensions of credit made pursuant thereto shall be identical Lenders (including each new Lender) having a Commitment agree to those of the other Commitments make all payments and adjustments necessary to effect such reallocation and the extensions of credit made Borrower shall pay any and all costs required pursuant thereto. Each Commitment Increase shall be deemed for all purposes to Section 2.6(c) in connection with such reallocation as if such reallocation were a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsrepayment).
Appears in 1 contract
Sources: Credit Agreement (Rare Hospitality International Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Five Million Dollars (a$5,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (i) The Company mayincreasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at its option any time after least three Business Days prior to the consummation date of a Qualified IPO the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) Borrowers shall execute and before deliver to Agent and the Termination Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrowers shall, on the Additional Lender Assumption Effective Date, seek deliver to increase Agent, for the Commitments benefit of the Lenders, (any such increase, a “Commitment Increase”1) upon written confirmation (in form and substance reasonably satisfactory to Agent) that EPIQ shall have given written notice to each Convertible Subordinated Noteholder that the Administrative Agent; provided thatObligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the aggregate principal amount Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of all principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Increases Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrowers shall not exceed $200,000,000.
(brequest any increase in the Total Commitment Amount pursuant to this Section 2.9(b) Any such notice delivered to the Administrative Agent in connection with if a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in including a pro forma compliance with each calculation of the financial covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv5.7 hereof) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to US Borrower may increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice Amount from the Closing Commitment Amount up to the Administrative Agent; provided that, the aggregate principal amount of all Maximum Commitment Increases shall not exceed $200,000,000.
Amount (b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify corresponding increase in the Maximum US Revolving Amount) by either (i) increasing, for one or more US Lenders, with their prior written consent (and with the amount prior written consent of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or), if lesstheir respective US Revolving Credit Commitments, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, or (ii) including one or more Additional Lenders, with the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative prior written consent of Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld), may allocate each with a new US Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase (which may be declined by any Lender (including Period, the Lenders agree that Agent, in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to , may permit one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each Additional Commitments upon satisfaction of the Administrative Agent, following requirements: (A) each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing in respect shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an "Additional Lender Assumption Effective Date"), (C) each Additional Lender's US Revolving Credit Commitment shall be for an amount of no less than Ten Million Dollars ($10,000,000), and (D) US Borrower shall execute and deliver to the Administrative Agent and the US Lenders will such replacement or additional US Revolving Credit Notes as shall be required by Agent (to the extent Notes have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative affected Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the US Lenders shall make adjustments among themselves with respect to the US Revolving Loans then outstanding and amounts of principal, interest and facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such US Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b). In connection with any such transaction.
(d) Upon therewith, it is understood and agreed that the effectiveness Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Lender. US Borrower shall not increase the Total Commitment Increase of any Incremental Lender that is not already a Lender Amount pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.Section
Appears in 1 contract
Sources: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to Borrower may increase the aggregate amount of the Commitments by an amount not greater than $10,000,000 (any such increase, a “"Commitment Increase”") by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an "Increasing Lender") and, in the case of any other Eligible Assignee (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 Section 2.08 plus the Commitments of the Additional Lenders upon written giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000Lenders.
(b) Any such notice delivered Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent in connection signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new commitments and Commitment Percentage 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, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with a respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, (C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be delivered at true) of a time when duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding If any Loans are outstanding upon the foregoingeffective date of any Commitment Increase, no each Increasing Lender and each Additional Lender shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender's Commitment Increase and, in the case of an Additional Lender, such Additional Lender's Commitment. The funds so provided by any such Lender shall be established unlessdeemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, subject with such Loan(s) being in (A) in an amount equal to Section 1.3the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect in each case, immediately prior to such Commitment Increase; ) and (iiy) all fees in the case of an Increasing Lender, such Increasing Lender's Commitment Increase and, in the case of an Additional Lender, such Additional Lender's Commitment and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iiiB) the Company shall be in pro forma compliance with each of the covenants set forth same Type(s) and having the same Interest Periods(s) as each Loan described in Section 11.12 as of the last day of the most recently ended Computation Period preceding clause (A), such that after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of Loan made on the relevant Computation Period but on or prior to or simultaneous with the establishment date of such Commitment Increase; and , each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (iv) the Company after giving effect to such Commitment Increase). The Borrower shall deliver or cause pay to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with any such transactionCommitment Increase.
(d) Upon Notwithstanding any provision contained herein to the effectiveness contrary, from and after the date of any Commitment Increase and the making of any Incremental Lender that is not already a Lender Loans on such date pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increaseparagraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans and all such other credit exposure comprising any Loan shall be held ratably by take into account the Lenders in proportion to their respective Commitments, as revised to reflect actual Commitment of each Lender (including the increase in the Commitments. The terms of any such Commitment Increase Additional Lender) and the extensions principal amount outstanding of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange by each such Lender during the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsrelevant period of time.
Appears in 1 contract
Sources: Revolving Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to US Borrower may increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice Amount from the Closing Commitment Amount up to the Administrative Agent; provided that, the aggregate principal amount of all Maximum Commitment Increases shall not exceed $200,000,000.
Amount (b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify corresponding increase in the Maximum US Revolving Amount) by either (i) increasing, for one or more US Lenders, with their prior written consent (and with the amount prior written consent of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or), if lesstheir respective US Revolving Credit Commitments, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, or (ii) including one or more Additional Lenders, with the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative prior written consent of Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld), may allocate each with a new US Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Increase (which may be declined by any Lender (including Period, the Lenders agree that Agent, in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to , may permit one or more Lenders and/or other Persons Additional Commitments upon satisfaction of the following requirements: (other than Ineligible InstitutionsA) reasonably acceptable each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Administrative Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) each Additional Lender’s US Revolving Credit Commitment shall be for an amount of no less than Ten Million Dollars ($10,000,000), and (D) US Borrower shall execute and deliver to Agent and the US Lenders such replacement or additional US Revolving Credit Notes as shall be required by Agent (to the extent Notes have been requested by the affected Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the US Lenders shall make adjustments among themselves with respect to the US Revolving Loans then outstanding and amounts of principal, interest and facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, each Issuing Bank in order to reallocate among such US Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the Company which have expressed a desire intent and terms of this Section 2.10(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to accept Section 2.10(a) hereof) without the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender prior written consent of such revised allocations of Lender. US Borrower shall not increase the Commitments, including the desired increase. No Total Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent Amount pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.10(b) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. (a) The Company may, at its option At any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate during the Commitment Increase (which Period, Administrative Borrower may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each Maximum Commitment Amount by either, at the option of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3Borrower, (i) no Unmatured Event increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, acceptable to Administrative Borrower, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide the Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) US Borrowers and, as appropriate, each Foreign Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrowers shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (IHS Inc.)
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Period, seek to Administrative Borrower may request that Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice Amount from the Closing Commitment Amount up to the Administrative Agent; provided that, the aggregate principal an amount of all Commitment Increases that shall not exceed $200,000,000.
(b) Any the Maximum Commitment Amount. Each such notice delivered to the Administrative Agent in connection with a Commitment Increase increase shall be delivered in increments of at a time when no Unmatured Event of Default or Event of Default has occurred least Ten Million Dollars ($10,000,000), and is continuing and shall specify may be made by either (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orincreasing, if lessfor one or more Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Companywith their prior written consent, their respective Revolving Credit Commitments, or (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”). During the Commitment Period, all of the Lenders and/or other Persons agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (other than Ineligible InstitutionsA) reasonably acceptable each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1(A) to this Agreement, including revised Commitment Percentages for each of the Administrative Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans 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 Agent, each Issuing Bank in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the Company which have expressed a desire intent and terms of this Section 2.9(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to accept Section 2.9(a) or 2.11(d) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.9(b) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Increase in Commitment. (a) The Company Borrowers may, at its option any time after time, but no more than 3 times during the consummation of term hereof, deliver a Qualified IPO and before the Termination Date, seek written request to Agent to increase the Commitments Commitment. Any such written request shall specify the amount of the increase in the Commitment that Borrowers are requesting, provided, that, (i) in no event shall the aggregate amount of any such increase, a “increase in the Commitment Increase”) upon written notice cause the Commitment to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000125,000,000, (ii) such request shall be for an increase of not less than the lesser of (x) $10,000,000 and (y) the remaining amount which Borrower may request pursuant to this Section 2.2, (iii) any such request shall be irrevocable, and (iv) in no event shall more than one such written request be delivered to Agent in any calendar quarter.
(b) Any Upon the receipt by Agent of any such written request, Agent shall notify each of the Lenders of such request and each Lender shall have the option (but not the obligation) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the amount of the increase in the Commitment requested by Borrowers as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within 15 days after the receipt of such notice delivered from Agent whether it is willing to so increase its Commitment, and if so, the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event amount of Default or Event of Default has occurred and is continuing and shall specify such increase; provided, that, (i) the amount minimum increase in the Commitment of each such Lender providing the additional Commitment Increase (which shall not be less than equal or exceed $10,000,000 (unless otherwise agreed by the Administrative Agent) or5,000,000, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, and (ii) no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from the Lenders does not equal or exceed the amount of the increase in the Commitment requested by Borrowers, Agent may seek additional increases from Lenders or Commitments from such Eligible Transferees as it may determine. In the event Lenders (or Lenders and any such Eligible Transferee, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Commitment requested by Borrowers or permitted hereunder, Agent shall then have the right to allocate such Commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine.
(c) The Commitment shall be increased by the amount of the increase in Commitments from Lenders or new Commitments from Eligible Transferees, in each case selected in accordance with Section 2.2(b) above, for which Agent has received Assignment and Acceptances on the date requested by Borrowers for the increase or such other date as Agent and Borrowers may agree (eachbut subject to the satisfaction of the conditions set forth below), only if the aggregate amount of the increase in Commitments and new Commitments, as the case may be, are in an amount sufficient to satisfy the amount of the increase in the Commitment requested by Borrowers in accordance with the terms hereof, effective on the date that Agent notifies Administrative Borrower that each of the following conditions have been satisfied (such date being the “Increased Amount Commitment Increase Effective Date”) on ), which the Company proposes that such Commitment Increase notice shall be effective, which shall be a date not less than ten Business Days given promptly after the date on which Agent becomes aware that each such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.condition has been satisfied:
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of No Default or Event of Default shall exist on have occurred and be continuing;
(ii) Agent shall have received from each Lender or Eligible Transferee that is providing an additional Commitment as part of the increase in the Commitment, an Assignment and Acceptance duly executed by such Increased Amount Date Lender or Eligible Transferee and Borrowers;
(iii) the conditions precedent to the making of Advances set forth in Section 3.2 shall be satisfied as of the Commitment Increase Effective Date, both before or and after giving effect to such increase;
(iv) Agent shall have received an opinion of counsel to Borrowers in form and substance and from counsel reasonably satisfactory to Agent and Lenders addressing such matters as Agent may reasonably request (including an opinion as to no defaults or violations under other material Indebtedness for borrowed money);
(v) such increase in the Commitment Increaseon the Commitment Increase Effective Date shall not violate any term or provisions of any applicable law, regulation or order or decree of any court or other Governmental Authority and shall not be enjoined, temporarily, preliminarily or permanently;
(vi) there shall have been paid to each Lender and Eligible Transferee, in each case, providing an additional Commitment in connection with such increase in the Commitment all fees set forth in the Fee Letter and all expenses due and payable to such Person on or before the Commitment Increase Effective Date; and
(iivii) there shall have been paid to Agent, for the account of Agent and Lenders (in accordance with any agreement among them) all fees and expenses, if any, owing in respect expenses (including reasonable fees and expenses of such increase counsel) due and payable pursuant to any of the Loan Documents on or before the Commitment Increase Effective Date to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect extent relating to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionincrease.
(d) Upon the effectiveness As of any each Commitment Increase Effective Date, each reference to the term Commitment herein, and in any of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender the other Loan Documents shall be deemed amended to be a “Lender” hereunder, and henceforth shall be entitled mean the amount of the Commitment specified in the most recent written notice from Agent to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations Borrowers of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment, which written notice shall be provided by Agent to Administrative Borrower on the applicable Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsEffective Date.
Appears in 1 contract
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek to Borrower may request that the Administrative Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice to Amount by increasing the Administrative AgentMaximum Revolving Amount; provided that, that the aggregate principal amount of all Commitment Increases such increases made pursuant to this Section 2.9(b) shall not exceed Two Hundred Million Dollars ($200,000,000), the entire amount of which is available as of the Fifth Amendment Effective Date. Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of agree that the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitments, including the desired increase. No Commitment Increase shall become effective until following requirements: (A) each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent and the Lenders will have been paid; (iii) the Company such replacement or additional Revolving Credit Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent in connection with any such transaction(and requested by the Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(diii) Upon On each Additional Lender Assumption Effective Date, the effectiveness Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and the Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurocurrency Loans). In connection therewith, it is understood and agreed that the Maximum Revolving Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any increase in the Total Commitment Increase of any Incremental Lender that is not already a Lender Amount pursuant to this Section 2.1.22.9(b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of credit made pursuant thereto the Maximum Revolving Amount, the Total Commitment Amount shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought increased by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortssame amount.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) At any time during the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if lessPeriod, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes Borrower may request that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by A) increase the Administrative Agent in its reasonable discretionMaximum Revolving Amount, or (B) and add a term loan facility to this Agreement (iiithe “Additional Term Loan Facility”) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase (which Additional Term Loan Facility shall be allocated and the amounts of such allocations. The Administrative Agent, subject to subsection (c) below); provided that the consent aggregate amount of the Company, which all increases (revolver and term) made pursuant to this subsection (b) shall not exceed One Hundred Million Dollars ($100,000,000). Each such request for an increase shall be unreasonably withheldin an amount of at least Ten Million Dollars ($10,000,000), and may allocate be made by either (1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of agree that the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitments, including the desired increase. No Commitment Increase shall become effective until following requirements: (A) each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in respect an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders will have been paid; (iii) the Company such replacement or additional Notes as shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested required by the Administrative Agent in connection with any (if Notes have been requested by such transactionLender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(diii) Upon On each Additional Lender Assumption Effective Date, the effectiveness Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among the applicable Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Fixed Rate Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Commitment Increase Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any Incremental Lender that is not already increase or any addition of a Lender term loan facility pursuant to this Section 2.1.2subsection (b) if a Default or an Event of Default shall then exist, such Incremental Lender shall be deemed to be a “Lender” hereunderor, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After after giving pro forma effect to any Commitment Increasesuch increase, all Loans and all such other credit exposure shall be held ratably by would exist. At the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of the Administrative Agent, the Credit Parties and the extensions of credit made pursuant thereto Lenders shall be identical enter into an amendment to those of the other Commitments evidence such increase and the extensions of credit made pursuant thereto. Each Commitment Increase shall be to address related provisions as deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect necessary or decline to arrange the increase in Commitment sought appropriate by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsAgent.
Appears in 1 contract
Increase in Commitment. (a) The Company mayUnless a Default has occurred and is continuing, at its option any time after and subject to the consummation satisfaction of a Qualified IPO and before the Termination Dateconditions in Section 2.20(b), seek to increase the Commitments (any such increaseBorrower, a “Commitment Increase”) upon by written notice to the Administrative AgentAgent (the “Additional Commitment Notice”), may request on up to two (2) occasions during the Availability Period that the total Commitments be increased by an amount not less than $20,000,000 per request and not more than $75,000,000 in the aggregate (such that the total Commitments after such increase shall never exceed $225,000,000); provided thatthat for any such request any Lender which is a party to this Agreement prior to such request for increase, at its sole discretion, may elect to increase its Commitment, but shall not have any obligation to so increase its Commitment. In the event that lenders commit to any such increase, (i) the Commitments of the committed Lenders shall be increased accordingly, (ii) the Applicable Percentages of each of the Lenders shall be adjusted accordingly (or, in the case of a new lender not previously party hereto, added to Schedule 1) and the Borrower shall make such borrowings and repayments as shall be necessary to effect such reallocation of the Commitments, (iii) if requested by any Lender making an additional or new commitment, new Notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Loan Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders have agreed to make new commitments pursuant to this Section 2.20 without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrower upon any such increase in Commitments shall be agreed upon by the Arranger and the Borrower at the time of such increase. In the event of any such increase of the Commitments pursuant to this Section 2.20, the aggregate principal amount LC Exposure of all the Lenders shall remain $25,000,000. Notwithstanding the foregoing, nothing in this Section 2.20 shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment Increases shall not exceed $200,000,000hereunder.
(b) Any such notice delivered to Notwithstanding the Administrative Agent foregoing, an increase in connection with a Commitment Increase the aggregate amount of the Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify effective only if (i) no Default shall have occurred and be continuing on the amount date of the Additional Commitment Notice and the date such increase is to become effective; (ii) each of the representations and warranties made in this Agreement and the other Loan Documents shall be true and complete on and as of the date of the Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such Commitment Increase date (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if lessany such representation or warranty is expressly stated to have been made as of a specific date, the maximum amount as of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and specific date); (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to received (x) such documents and certificates as the Administrative Agent a document in form or its counsel may reasonably satisfactory request relating to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect authorization of such increase and (y) a favorable written opinion (addressed to the Administrative Agent and the Lenders will have been paid; (iiiLenders) of counsel for the Company shall be Borrower and the other Loan Parties substantially in pro forma compliance with each the form of the covenants set forth in Section 11.12 Exhibit F-1 or F-2, as of the last day of the most recently ended Computation Period applicable, after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increaseincrease; and (iv) the Company Borrower and its Subsidiaries shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by in compliance with Article VI; and (v) the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender Lenders shall have received all amounts, if any, payable pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be 2.16 as a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those result of the other Commitments and the extensions repayment described in clause (ii) of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsSection 2.20(a).
Appears in 1 contract
Sources: Credit Agreement (Corporate Property Associates 14 Inc)
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to (i) increase the Commitments Commitment (any such increase, a “Commitment Increase”) or (ii) establish one or more new term loan commitments (“Term Loan Commitments” and, together with any Commitment Increase, the “Incremental Commitments”) of an existing tranche of term loans or a separate tranche of new term loans (any such term loans, the “Incremental Term Loans”) upon written notice to the Administrative Agent; provided that, that the aggregate principal amount of all Commitment Increases Incremental Commitments shall not exceed $200,000,000100,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder10,000,000) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten 10 Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Persons (other than Ineligible Institutions) banks or entities reasonably acceptable to each of the Administrative Agent, each Issuing Bank Lender, the Swing Line Lender and the Company which have expressed a desire to accept the Commitment Increaseincrease in Commitment. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the CommitmentsCommitment, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Any such notice delivered to Administrative Agent in connection with Term Loan Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Term Loan Commitments (which shall not be less than $25,000,000) sought by the Company, (ii) the Increased Amount Date, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent and (iii) the identity of each Incremental Lender. Each Incremental Lender, if not already a Lender hereunder, shall be reasonably acceptable to Administrative Agent and no Lender shall be required to participate in any Incremental Term Loans. On or after such Increased Amount Date, the Company, Administrative Agent and one or more Incremental Lenders may, and without the consent of any other Lender, amend this Agreement pursuant to an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (A) whether such Incremental Term Loans will be part of an existing tranche of Incremental Term Loans or part of a new and separate tranche, (B) the maturity or termination date applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (C) any amortization applicable to the Incremental Term Loans of such tranche, (D) the interest rate or rates applicable to the Incremental Term Loans of such tranche, (E) the fees applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (F) any original issue discount applicable to Incremental Term Loans or Term Loan Commitments of such tranche, (G) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Term Loan Commitments of such tranche and (H) any voluntary or mandatory prepayment requirements or Term Loan Commitment reductions applicable to Incremental Term Loans or Term Loan Commitments of such tranche and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Term Loan Commitments of tranches established after such tranche (it being understood that any such mandatory prepayments may be applied to Term Loans prior to being applied to any Revolving Loans), and implementing such additional amendments to this Agreement as shall be appropriate to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Incremental Term Loans of such tranche, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender, any Issuing Bank or the Swingline Lender. Except as contemplated by the preceding sentence, the terms of any Incremental Term Loans established under this Section shall be the same as those of the Incremental Term Loans existing at the time such new Incremental Term Loans were made. Notwithstanding the foregoing, (1) except as provided in clauses (A) through (H) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 15.1 without the consent of such Lender unless such consent shall have been obtained, (2) no Incremental Term Loans shall (A) have a maturity date earlier than the Latest Maturity Date without the prior written consent of Lenders holding a majority of the principal amount of the Commitments or the Incremental Term Loans of any tranche maturing prior to such date, (B) have scheduled amortization of more than 5% of the original principal amount of such Incremental Term Loan per annum or (C) have mandatory prepayment terms other than customary mandatory prepayments from proceeds of assets sales and casualty events (with customary reinvestment rights), the incurrence of Debt not otherwise permitted hereunder and annual excess cash flow, and (3) if the initial yield on any new tranche of Incremental Term Loans (which shall be determined by Administrative Agent and shall include the applicable interest rate and any original issue discount or upfront fees (but exclusive of any arrangement, structuring or other fees payable to any arrangers in connection therewith that are not shared with all Incremental Lenders providing such Incremental Term Loans), with any original issue discount being equated to interest based on an assumed four-year life to maturity) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to in each case as the “Yield Differential”), the interest rate then in effect for any existing tranche of Incremental Term Loans, then the applicable interest rate in effect for such existing tranche of Incremental Term Loans shall automatically be increased by the applicable Yield Differential, effective upon the making of such new Incremental Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment.
(d) Notwithstanding the foregoing, no Commitment Increase Incremental Commitments or Incremental Term Loans shall be established unlessmade or established, subject to Section 1.3and no Incremental Term Loan Amendment shall become effective, unless (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment IncreaseIncremental Commitments or Incremental Term Loans; (ii) all other fees and expenses, if any, expenses owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 11.12.2 as of the last day of the most recently ended Computation Period Fiscal Quarter after giving effect to such Commitment Increase or Incremental Term Loans and other customary and appropriate pro forma adjustment events, including any Acquisitions acquisitions or dispositions after the beginning of the relevant Computation Period determination period but on or prior to or simultaneous with the establishment borrowing of such Incremental Commitments or Incremental Term Loans, as the case may be, and provided that for purposes of calculating the Total Debt to EBITDA Ratio, any Commitment Increases that are drawn substantially simultaneous with the effectiveness of such Commitment IncreaseIncrease shall be given pro forma effect; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(de) Upon the making of any Incremental Term Loan or the effectiveness of any Incremental Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans of the applicable facility or tranche) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of the applicable facility or tranche) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of the applicable facility or tranche) hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the CommitmentsCommitment. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (Centene Corp)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Revolving Amount from the Closing Revolving Amount up to an amount that shall not exceed the Maximum Revolving Amount. Each such request for an increase shall be in an amount of at least Five Million Dollars (a$5,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (i) The Company mayincreasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitments”); provided that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at its option any time after least three Business Days prior to the consummation date of a Qualified IPO the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) Borrowers shall execute and before deliver to Agent and the Termination Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrowers shall, on the Additional Lender Assumption Effective Date, seek deliver to increase Agent, for the Commitments benefit of the Lenders, (any such increase, a “Commitment Increase”1) upon written confirmation (in form and substance reasonably satisfactory to Agent) that Epiq shall have given written notice to each Convertible Subordinated Noteholder that the Administrative Agent; provided thatObligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the aggregate principal amount of all Commitment Increases Lenders shall not exceed $200,000,000.
(b) Any such notice delivered make adjustments among themselves with respect to the Administrative Agent in connection Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with a Commitment Increase respect thereto as shall be delivered at a time when no Unmatured Event necessary, in the opinion of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject in order to reallocate among such Lenders such outstanding amounts, based on the consent revised Commitment Percentages and to otherwise carry out fully the intent and terms of the Company, which this Section 2.9(b) (and Borrowers shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis pay to the Lenders or on any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a non pro-rata basis to prepayment of one or more Lenders and/or other Persons Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (other than Ineligible Institutionsor decreased except pursuant to Section 2.9(a) reasonably acceptable to each of hereof) without the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender prior written consent of such revised allocations of Lender. Borrowers shall not request any increase in the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent Revolving Amount pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.9(b) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in including a pro forma compliance with each calculation of the financial covenants set forth in Section 11.12 as 5.7 hereof) would exist. Upon each increase of the last day of Revolving Amount, the most recently ended Computation Period after giving effect to such Total Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender Amount shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsproportionally increased.
Appears in 1 contract
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to Administrative Borrower may request that Agent increase the Commitments Total Commitment Amount by (A) increasing the Revolving Amount, or (B) adding an Additional Facility to this Agreement (any such increase, a “Commitment Increase”Additional Facility shall be subject to subsection (c) upon written notice to the Administrative Agentbelow); provided that, that the aggregate principal amount of all Commitment Increases such increases under this subsection (b) shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase Amount. Each such request for an increase shall be in an amount of at least Five Million Dollars (which $5,000,000), increased by increments of One Million Dollars ($1,000,000), and may be declined made by any Lender either (including in its reasonable discretion)1) on either a ratable basis to the Lenders or on a non pro-rata basis to increasing, for one or more Lenders and/or other Persons Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (other than Ineligible Institutions2) reasonably acceptable adding a new commitment for one or more Lenders, with their prior written consent, with respect to each of the Administrative Agentan Additional Facility, or (3) including one or more Additional Lenders, each Issuing Bank and with a new commitment under the Company which have expressed Revolving Credit Commitment or an Additional Facility, as a desire party to accept this Agreement (each an “Additional Commitment” and, collectively, the Commitment Increase. The Administrative Agent will then notify each “Additional Commitments”); provided that existing Lender and Incremental Lender of such revised allocations of Lenders shall be given the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered first opportunity to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new provide Additional Commitments.
(cii) Notwithstanding During the foregoing, no Commitment Increase Period, all of the Lenders agree that Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrowers shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes or other Notes as shall be established unlessrequired by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(iii) On each Additional Lender Assumption Effective Date, subject as appropriate, the Lenders shall make adjustments among themselves with respect to the Loans 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 Agent, in order to reallocate among the applicable Lenders such outstanding amounts, based on the revised applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrowers shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 1.33.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (ior decreased except pursuant to Section 2.9(a) no Unmatured Event above) without the prior written consent of such Lender. Borrowers shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall exist on such Increased Amount Date before or then exist, or, after giving pro forma effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in including a pro forma compliance with each calculation of the financial covenants set forth in Section 11.12 as of 5.7 hereof) would exist. At the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms time of any such Commitment Increase increase, at the request of Agent, the Credit Parties and the extensions of credit made pursuant thereto Lenders shall be identical enter into an amendment to those of the other Commitments evidence such increase and the extensions of credit made pursuant thereto. Each Commitment Increase shall be to address related provisions as deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect necessary or decline to arrange the increase in Commitment sought appropriate by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsAgent.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO Restatement Effective Date and before the Termination Date, seek to (i) increase the Commitments (any such increase, a “Commitment Increase”) or (ii) establish one or more new term loan commitments (“Term Loan Commitments” and, together with any Commitment Increase, the “Incremental Commitments”) of an existing tranche of term loans or a separate tranche of new term loans (any such term loans, the “Incremental Term Loans”) upon written notice to the Administrative Agent; provided that, subject to the calculation adjustments set forth in Section 1.3 with respect to any Incremental Term Loans being incurred in connection with a Limited Condition Transaction, the aggregate principal amount of all Commitment Increases Incremental Commitments shall not exceed the greater of (x) $200,000,000500,000,000 and (y) such other amount such that after giving pro forma effect to the incurrence of such Incremental Commitments and the use of proceeds thereof (assuming that all amounts thereunder are drawn in full but without netting any of the proceeds thereof) the Total Debt to EBITDA Ratio would not exceed 3.50 to 1.00.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable sole discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Persons (other than Ineligible Institutions) Eligible Assignees reasonably acceptable to each of the Administrative Agent, each Issuing Bank Lender, the Swing Line Lender and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Any such notice delivered to the Administrative Agent in connection with Term Loan Commitments shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Term Loan Commitments (which shall not be less than $25,000,000 or, if less, the maximum amount of Incremental Commitments remaining to be established hereunder) sought by the Company, (ii) the Increased Amount Date, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its sole discretion) and (iii) the identity of each Incremental Lender. Each Incremental Lender, if not already a Lender hereunder, shall be an Eligible Assignee and reasonably acceptable to the Administrative Agent and no Lender shall be required to participate in any Incremental Term Loans. On or after such Increased Amount Date, the Company, the Administrative Agent and one or more Incremental Lenders may, and without the consent of any other Lender, amend this Agreement pursuant to an amendment agreement (an “Incremental Term Loan Amendment”) setting forth, to the extent applicable, the following terms of such Incremental Term Loans: (A) whether such Incremental Term Loans will be part of an existing tranche of Incremental Term Loans or part of a new and separate tranche, (B) the maturity or termination date applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (C) any amortization applicable to the Incremental Term Loans of such tranche, (D) the interest rate or rates applicable to the Incremental Term Loans of such tranche, (E) the fees applicable to the Incremental Term Loans or Term Loan Commitments of such tranche, (F) any original issue discount applicable to Incremental Term Loans or Term Loan Commitments of such tranche, (G) the initial Interest Period or Interest Periods applicable to Incremental Term Loans or Term Loan Commitments of such tranche and (H) any voluntary or mandatory prepayment requirements or Term Loan Commitment reductions applicable to Incremental Term Loans or Term Loan Commitments of such tranche and any restrictions on the voluntary or mandatory prepayment or reduction of Incremental Term Loans or Term Loan Commitments of tranches established after such tranche (it being understood that any such mandatory prepayments may be applied to Term Loans prior to being applied to any Revolving Loans), and implementing such additional amendments to this Agreement as shall be appropriate to give effect to the foregoing terms and to provide the rights and benefits of this Agreement and other Loan Documents to the Incremental Term Loans of such tranche, and such amendment will be effective to amend this Agreement and the other Loan Documents on the terms set forth therein without the consent of any other Lender or the Swing Line Lender. Except as contemplated by the preceding sentence, the terms of any Incremental Term Loans established under this Section shall be the same as those of the Incremental Term Loans existing at the time such new Incremental Term Loans were made. Notwithstanding the foregoing, (1) except as provided in clauses (A) through (H) above, no Incremental Term Loan Amendment shall alter the rights of any Lender (other than the Incremental Lenders) in a manner that would not be permitted under Section 15.1 without the consent of such Lender unless such consent shall have been obtained and (2) no Incremental Term Loans shall (A) have a maturity date earlier than the Latest Maturity Date without the prior written consent of Lenders holding a majority of the principal amount of the Commitments or the Incremental Term Loans of any tranche maturing prior to such date, (B) have scheduled amortization of more than 5% of the original principal amount of such Incremental Term Loan per annum or (C) have mandatory prepayment terms other than customary mandatory prepayments from proceeds of assets sales and casualty events (with customary reinvestment rights), the incurrence of Debt not otherwise permitted hereunder and annual excess cash flow. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment.
(d) Notwithstanding the foregoing, no Commitment Increase Incremental Commitments or Incremental Term Loans shall be established unlessmade or established, subject to Section 1.3and no Incremental Term Loan Amendment shall become effective, unless (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment IncreaseIncremental Commitments or Incremental Term Loans (except in the case that the proceeds of any Incremental Term Loans are being used to finance a Limited Condition Transaction, in which case the standard will be no Event of Default or Unmatured Event of Default on the LCT Test Date and no Event of Default under Sections 13.1(a) or 13.1(c) at the time of the consummation of such Limited Condition Transaction); (ii) all other fees and expenses, if any, expenses owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period Fiscal Quarter (or, in the case that the proceeds of any Incremental Term Loan are being used to finance a Limited Condition Transaction, as of the last day of the most recently ended Fiscal Quarter prior to the applicable LCT Test Date) after giving effect to such Commitment Increase or Incremental Term Loans and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period determination period but on or prior to or simultaneous with the establishment borrowing of such Incremental Commitments or Incremental Term Loans, as the case may be, and provided that for purposes of calculating the Total Debt to EBITDA Ratio, any Commitment Increases that are drawn substantially simultaneous with the effectiveness of such Commitment IncreaseIncrease shall be given pro forma effect; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(de) Upon the making of any Incremental Term Loan or the effectiveness of any Incremental Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2Section, such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Loans of the applicable facility or tranche) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (or Lenders in respect of the applicable facility or tranche) hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of the applicable facility or tranche) hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit Agreement (Centene Corp)
Increase in Commitment. (ai) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, the Termination Date, seek to Administrative Borrower may request that the Administrative Agent increase the Commitments Total Commitment Amount by (any such increaseA) increasing the Revolving Amount, a or (B) adding an additional term loan facility to this Agreement (the “Commitment IncreaseAdditional Term Loan Facility”) upon written notice which Additional Term Loan Facility shall be subject to the Administrative Agentsubsection (c) below); provided that, that the aggregate principal amount of all Commitment Increases increases made pursuant to this subsection (b) shall not exceed Seventy Million Dollars ($200,000,00070,000,000). Each such request for an increase shall be in an amount of at least Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (1) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (3) including one or more Additional Lenders, each with a new commitment (in a minimum amount of at least Five Million Dollars ($5,000,000)) under the Revolving Credit Commitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”). For clarification purposes, nothing contained in this Section 2.10 shall be construed as a commitment by any Lender to make any Additional Commitment and any such commitment by a Lender shall be at such ▇▇▇▇▇▇’s sole and absolute discretion.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to Period, all of the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of agree that the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the Commitments, including the desired increase. No Commitment Increase shall become effective until following requirements: (A) each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expensesAdditional Lender, if any, owing in respect shall execute an Additional Lender Assumption Agreement, (B) the Administrative Agent shall provide to the Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such increase Additional Commitments (each an “Additional Lender Assumption Effective Date”), (C) the Borrowers shall execute and deliver to the Administrative Agent and the applicable Lenders will such appropriate replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (if Notes have been paid; requested by such Lender or Lenders), and (D) the Borrowers shall execute and deliver any other documents, instruments or agreements or such thereof as the Administrative Agent may reasonably require. The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(iii) On each Additional Lender Assumption Effective Date with respect to the Company Specific Commitment being increased, as appropriate, the Lenders shall make adjustments among themselves with respect to the Loans 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 reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(a) (and the Borrowers shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased without the prior written consent of such Lender. The Borrowers shall not request any increase in the Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma compliance with each effect to any such increase (including a pro forma calculation of the financial covenants set forth in Section 11.12 as 5.7 hereof), would exist. At the time of any such increase, at the request of the last day of Administrative Agent, the most recently ended Computation Period after giving effect Credit Parties and the Lenders shall enter into an amendment to evidence such Commitment Increase increase and other customary and to address related provisions as reasonably deemed necessary or appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionAgent.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Sources: Credit and Security Agreement (AvidXchange Holdings, Inc.)
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO Commitment Increase Period, Administrative Borrower may request that Agent and before the Termination Date, seek to Lenders (i) increase the Commitments Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) upon written notice and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to the Administrative Agentmake one or more term loans (any such term loan, an “Incremental Term Loan”; provided thateach Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), the in an aggregate principal amount of for all Commitment such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the Ninth Amendment Effective Date not to exceed Three Hundred Million Dollars ($300,000,000); provided that no Incremental Increases shall not exceed $200,000,000.
(b) Any be requested from and after the Tenth Amendment Effective Date. Each such notice delivered to the Administrative Agent in connection with a Commitment request for an Incremental Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the in an amount of such Commitment Increase at least Ten Million Dollars (which shall not be less than $10,000,000 10,000,000), increased by increments of One Million Dollars (unless otherwise agreed by the Administrative Agent) or$1,000,000), if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined made by any Lender either (including in its reasonable discretion)x) on either a ratable basis to the Lenders or on a non pro-rata basis to increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the addition of an Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”); provided that existing Lenders and/or other Persons (other than Ineligible Institutionsany “institutional” lender) reasonably acceptable shall be given the first opportunity to each of the Administrative provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may be made as a term loan “A” to be made by one or more Lenders or Additional Lenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, each Issuing Bank US Borrower and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing toAdditional Lenders, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitmentsor lenders, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsapplicable.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO Commitment Increase Period, Administrative Borrower may request that Agent and before the Termination Date, seek to Lenders (i) increase the Commitments Revolving Credit Commitment (any such increase, a an “Commitment Incremental Revolving Credit Increase”) upon written notice and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to the Administrative Agentmake one or more term loanloans (any such term loan, an “Incremental Term Loan”; provided thateach Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), the in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the term of all Commitment Increases shall this Agreementafter the Fourth Amendment Effective Date not to exceed Three Hundred Million Dollars ($200,000,000.
(b) Any 300,000,000). Each such notice delivered to the Administrative Agent in connection with a Commitment request for an Incremental Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the in an amount of such at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (x) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments and/or the addition of an Incremental Term Loan Commitment, and/or (y) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment Increase or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) oreach an “Additional Commitment” and, if lesscollectively, the maximum amount of Commitment Increase remaining “Additional Commitments”); provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may be made as a term loan “A” to be established hereunder) sought made by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders or Additional Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable a term loan “B” to each of the Administrative be made by one or more “institutional” lenders on customary terms determined by Agent, each Issuing Bank US Borrower and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing toAdditional Lenders, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitmentsor lenders, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsapplicable.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after prior to the consummation of a Qualified IPO and before the Termination Maturity Date, seek the Borrower shall have the ability, in consultation with the Administrative Agent, to increase request increases in the Commitments Commitment of all Lenders (any such increaseeach, a “Requested Commitment Increase”) upon written notice to the Administrative Agent); provided thatthat (i) no Lender shall have any obligation to participate in any Requested Commitment Increase, (ii) in no event shall the aggregate principal amount of all Requested Commitment Increases shall not exceed $200,000,000.
, (biii) Any each such notice delivered to the Administrative Agent in connection with a Requested Commitment Increase shall be delivered at in a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the minimum principal amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) 100,000,000 or, if less, the maximum remaining amount of Commitment Increase remaining permitted pursuant to be established hereunder) sought by the Company, clause (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) above and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (iiv) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before have occurred and be continuing or after giving effect to such would result from the proposed Requested Commitment Increase; .
(iib) all fees and expenses, if any, owing in respect The Administrative Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Administrative Agent within ten (10) Business Days (or such longer period of time which may be agreed upon by the Administrative Agent and the Borrower and communicated to the Lenders) from the date of delivery of such notice to the Lenders will have been paid; (iii) the Company whether or not it agrees to increase its Commitment and, if so, by what amount. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower of the Lenders’ responses to each request made hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in pro forma compliance with form and substance reasonably satisfactory to the Administrative Agent.
(c) Upon the completion of each Requested Commitment Increase, (i) entries in the Register will be revised to reflect the revised Commitments and Commitment Percentages of each of the covenants set forth in Section 11.12 as of Lenders (including each new Lender) and (ii) the last day of outstanding Revolving Credit Loans will be reallocated on the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment effective date of such increase among the Lenders in accordance with their revised Commitment Increase; Percentages and the Lenders (ivincluding each new Lender) having a Commitment agree to make all payments and adjustments necessary to effect such reallocation and the Company Borrower shall deliver or cause pay any and all costs required pursuant to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent Section 4.9 in connection with any such transactionreallocation as if such reallocation were a repayment.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to Notwithstanding anything set forth in this Section 2.1.22.7 to the contrary, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each no Requested Commitment Increase shall be deemed for all purposes a granted unless the following conditions precedent are satisfied:
(i) no Default or Event of Default shall have occurred and be continuing on such date (prior to and after giving effect to the incurrence of the applicable Requested Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with Increase);
(ii) the Administrative Agent shall have received an Officer’s Compliance Certificate; and
(iii) the Borrower shall have satisfied such other conditions to the completion of such Requested Commitment Increase as may be reasonably required by the Administrative Agent or the Lenders and Eligible Assignees participating in such effortsRequested Commitment Increase.
Appears in 1 contract
Sources: Credit Agreement (Medimmune Inc /De)
Increase in Commitment. (a) The Subject to Section 2.4 and with the prior consent of the Agent, the Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek may request to increase the Commitments (any such increaseAggregate Commitment in increments of $5,000,000, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify that (i) the amount of such Aggregate Commitment Increase (which shall may not be less than exceed $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, 100,000,000 at any time and (ii) the date (each, Aggregate Commitment may not be increased to an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent amount in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent excess of the Company, which shall not be unreasonably withheld, may allocate then current Borrowing Base. Any such request to increase the Aggregate Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereundercertification by the Company that at the time of such request, there exists no Default or Event of Default and henceforth the representations and warranties contained in Section 6 are true and correct as of such date or, if applicable only to a prior date, as of such prior date. Any request from the Company to increase the Aggregate Commitment shall be entitled delivered to all the rights of, and benefits accruing to, Lenders hereunder each Lender and shall be bound implemented by all agreements, acknowledgements and one or more existing Lenders agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment but each Lender shall have the right to elect to increase its Commitment in its sole discretion pro rata with any other obligations of Lenders hereunder. After giving effect increasing their Commitments prior to any Commitment Increasenew Lender or Lenders becoming party hereto) or by one or more new lenders agreeing to become a Lender hereunder or by any combination of the foregoing, all Loans and all such other credit exposure shall be held ratably as determined by the Lenders Agent and the Arranger in proportion consultation with the Company. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received, unless waived by the Agent and the Required Lenders:
(a) copies, certified by the secretary of the Company and each Guarantor of their respective Commitments, as revised to reflect Board of Directors' resolutions and of resolutions or actions of any other body authorizing the increase in the Commitments. The terms of any such Aggregate Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those confirmation and ratification of the Guaranties and all other Commitments and Loan Documents;
(b) a certificate, signed by the extensions chief financial officer of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedthe Company, for all purposes, a Loan. The Administrative Agent may elect or decline showing that after giving effect to arrange the increase in Commitment sought the Aggregate Commitment, no Default of Event of Default shall occur and the Company shall be in compliance with all covenants in this Agreement;
(c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Company or any Guarantor in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Company, or if none are required, a certificate of such officer to that effect;
(d) a confirmation and ratification of all Loan Documents signed by the Company but is under and all Guarantors and in form and substance satisfactory to the Agent;
(e) evidence satisfactory to the Agent that no obligation Material Adverse Effect shall have occurred with respect to arrange the Company and its Subsidiaries since the most recent financial statements provided to the Lenders hereunder; and
(f) such other documents and conditions as the Agent or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits counsel may have reasonably requested.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount. Each such increase shall be in increments of at least Five Million Dollars (a$5,000,000) The Company mayand may be made by either (i) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Maximum Amounts, or (ii) including one or more Additional Lenders, each with a new Maximum Amount of the Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at its option any time after least three Business Days prior to the consummation effectiveness of a Qualified IPO such Additional Commitments (each an "Assumption Effective Date"), and before (C) Borrower shall execute and deliver to Agent and the Termination Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Assumption Effective Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice Lenders shall make adjustments among themselves with respect to the Administrative Revolving Loans 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 Agent; provided that, in order to reallocate among such Lenders such outstanding amounts, based on the aggregate principal amount revised Commitment Percentages and to otherwise carry out fully the intent and terms of all Commitment Increases this subsection (b). Borrower shall not exceed $200,000,000.
request any increase in the Total Commitment Amount pursuant to this subsection (b) Any such notice delivered to the Administrative Agent in connection with if a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agent, each Issuing Bank and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before the Termination DateCommitment Increase Period, seek to Borrower may request that Agent increase the Commitments (any such increase, a “Total Commitment Increase”) upon written notice Amount from the Closing Commitment Amount up to the Administrative Agent; provided that, the aggregate principal an amount of all Commitment Increases that shall not exceed $200,000,000.
(b) Any the Maximum Commitment Amount. Each such notice delivered to the Administrative Agent in connection with a Commitment Increase increase shall be delivered in increments of at a time when no Unmatured Event of Default or Event of Default has occurred least Five Million Dollars ($5,000,000), and is continuing and shall specify may be made by either (i) the amount of such Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orincreasing, if lessfor one or more Lenders, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Companywith their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the date (each“Additional Commitment”); provided, an “Increased Amount Date”) on which the Company proposes however, that such Commitment Increase existing Lenders shall be effective, which shall be a date not less than ten Business Days after given the date on which such notice is delivered first opportunity to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocationsprovide Additional Commitments. The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including Period, all of the Lenders agree that Agent, in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to , may permit one or more Lenders and/or other Persons Additional Commitments upon satisfaction of the following requirements: (other than Ineligible InstitutionsA) reasonably acceptable each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Administrative Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans 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 Agent, each Issuing Bank in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the Company which have expressed a desire intent and terms of this Section 2.9(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to accept Section 2.9(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.9(b) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall exist on such Increased Amount Date before then exist, or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option At any time after during the consummation of a Qualified IPO and before Commitment Increase Period, Borrower may request that the Termination Date, seek to Global Agent proportionally increase the Commitments (any such increase, a “Maximum 364 Day Commitment Increase”) upon written notice Amount and Maximum General Revolving Commitment Amount from the Combined Closing Commitment Amount to the Administrative Agent; provided that, the aggregate principal amount of all Combined Maximum Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing and shall specify Amount by either (i) the amount of such proportionally increasing, for one or more Lenders, with their prior written consent, their 364 Day Commitment Increase (which shall not be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) orand General Revolving Commitment, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought by the Company, or (ii) including one or more Additional Lenders, each with a new 364 Day Commitment and a new General Revolving Commitment (with the date (each, an “Increased Amount Date”) on which same Commitment Percentage for the Company proposes that such 364 Day Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocationsGeneral Revolving Commitment), as a party to this Agreement (collectively, the "Additional Commitment"). The Administrative Agent, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate During the Commitment Increase (which may be declined by any Lender (including Period, the Lenders agree that the Global Agent, in its reasonable sole discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to , may permit one or more Lenders and/or other Persons Additional Commitments upon satisfaction of the following requirements: (other than Ineligible InstitutionsA) reasonably acceptable each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) the Global Agent shall provide to each Lender a revised SCHEDULE 1 to this Agreement at least three Business Days prior to the effectiveness of such Additional Commitments (each an "Assumption Effective Date"), and (C) Borrower shall execute and deliver to the Global Agent and the Lenders such replacement or additional 364 Day Notes and General Revolving Notes as shall be required by the Global Agent. The Lenders hereby authorize the Global Agent to execute each Additional Lender Assumption Agreement on behalf of the Administrative Lenders. On each Assumption Effective Date, the 364 Day Lenders and the General Revolving Lenders shall make adjustments among themselves with respect to the 364 Day Loans and General Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Global Agent, each Issuing Bank in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the Company which have expressed a desire to accept terms of this Section 2.7(c). Borrower shall not request any increase in the Commitment Increase. The Administrative Agent will then notify each existing Lender and Incremental Lender of such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of this Section 2.7(c) if a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or an Event of Default shall then exist on such Increased Amount Date before or immediately after giving effect to such Commitment Increase; (ii) all fees and expenses, if any, owing in respect of any such increase to the Administrative Agent and the Lenders will have been paid; (iii) the Company shall be in pro forma compliance with each of the covenants set forth in Section 11.12 as of the last day of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (iv) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transactionwould exist.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect to any Commitment Increase, all Loans and all such other credit exposure shall be held ratably by the Lenders in proportion to their respective Commitments, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such efforts.
Appears in 1 contract
Increase in Commitment. (a) The Company may, at its option any time after the consummation of a Qualified IPO and before the Termination Date, seek to increase the Commitments (any such increase, a “Commitment Increase”) upon written notice to the Administrative Agent; provided that, the aggregate principal amount of all Commitment Increases shall not exceed $200,000,000.
(b) Any such notice delivered to the Administrative Agent in connection with a Commitment Increase shall be delivered at a time when Provided no Unmatured Event of Default or Event of Default has occurred and is continuing continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time to time, increase the aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in the form of Exhibit D hereto at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and shall specify each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (ieach such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Increase (which Amount Increases shall not exceed $600,000,000. The effective date of the Commitment Amount Increase shall be less than $10,000,000 (unless otherwise agreed by the Administrative Agent) or, if less, the maximum amount of Commitment Increase remaining to be established hereunder) sought upon by the Company, (ii) such Additional Lender and the date (each, an “Increased Amount Date”) on which the Company proposes that such Commitment Increase shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent in its reasonable discretion) and (iii) the identity of each Incremental Lender to whom the Company proposes any portion of such Commitment Increase be allocated and the amounts of such allocations. The Administrative Agent, subject to the consent of the Company, which whose agreement shall not be unreasonably withheld, may allocate conditioned or delayed). Upon the Commitment Increase (which may be declined by any Lender (including in its reasonable discretion)) on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or other Persons (other than Ineligible Institutions) reasonably acceptable to each of the Administrative Agenteffectiveness thereof, each Issuing Bank Additional Lender shall advance the relevant Revolving Loans and the Company which have expressed a desire to accept the Commitment Increase. The Administrative Agent will purchase Participating Interests in all then notify each existing Lender and Incremental Lender outstanding Letters of Credit in an amount sufficient such revised allocations of the Commitments, including the desired increase. No Commitment Increase shall become effective until each of the Incremental Lenders extending such Commitment Increase and the Company shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such Incremental Lender states the amount of its Commitment Increase and agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new Commitments.
(c) Notwithstanding the foregoing, no Commitment Increase shall be established unless, subject to Section 1.3, (i) no Unmatured Event of Default or Event of Default shall exist on such Increased Amount Date before or that after giving effect to such Commitment Increase; relevant Revolving Loans and purchases each Lender (iiincluding such Additional Lender) all fees shall have outstanding its respective Percentage of the aggregate Revolving Loans and expenses, if any, owing in respect Participating Interests then outstanding. It shall be a condition to such effectiveness that no EurodollarSOFR Loans be outstanding on the date of such increase to effectiveness unless the Administrative Agent Borrowers pay all amounts due under Section 2.5 hereof, and the Lenders will have been paid; (iii) that the Company shall be in pro forma compliance with each not have terminated any portion of the covenants set forth in Aggregate Revolving Commitments pursuant to Section 11.12 as 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the last day Agent (including reasonable fees and disbursements of the most recently ended Computation Period after giving effect to such Commitment Increase and other customary and appropriate pro forma adjustment events, including any Acquisitions or dispositions after the beginning of the relevant Computation Period but on or prior to or simultaneous with the establishment of such Commitment Increase; and (ivcounsel) the Company shall deliver or cause to be delivered any customary legal opinions or other customary closing documents reasonably requested by the Administrative Agent in connection with any such transaction.
(d) Upon the effectiveness of any Commitment Increase of any Incremental Lender that is not already a Lender pursuant to this Section 2.1.2, such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder. After giving effect relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, all Loans no Lender shall have any obligation to increase its Aggregate Revolving Commitment and all such other credit exposure no Lender’s Aggregate Revolving Commitment shall be held ratably by the Lenders in proportion to their respective Commitmentsincreased without its consent thereto, as revised to reflect the increase in the Commitments. The terms of any such Commitment Increase and the extensions of credit made pursuant thereto shall be identical to those of the other Commitments and the extensions of credit made pursuant thereto. Each Commitment Increase shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemedLender may at its option, for all purposesunconditionally and without cause, a Loan. The Administrative Agent may elect or decline to arrange the increase in Commitment sought by the Company but is under no obligation to arrange or consummate any such increase. The Company will cooperate with the Administrative Agent in such effortsits Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (EMCOR Group, Inc.)