Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 2 contracts
Sources: Credit Agreement (Westlake Chemical Corp), Credit Agreement (Westlake Chemical Corp)
Increase in Commitments. The Borrowers (a) Provided there exists no Unmatured Event of Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), Company may from time to time request an increase in the Commitments from time to time upon notice to the Agent, as long as Revolving Commitment Amount by an amount (afor all such requests) not exceeding $100,000,000; provided that (i) the requested Revolving Commitment may not exceed $200,000,000; and provided further that any such request for an increase is shall be in a minimum amount of $25,000,000 10,000,000 and in multiples of $5,000,000 in excess thereof and (ii) Company may not request more than four increases. At the time of sending such notice, Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is offered on requested to respond (which shall in no event be less than ten Business Days from the same terms as existing Commitments, except for a closing fee specified by date of delivery of such notice to the Borrowers, Lenders).
(b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Revolving Commitment.
(c) The Administrative Agent shall notify Company and each Lender of the Lenders’ responses to each request made hereunder. If the Lenders fail to commit do not agree to the full amount of a requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, subject to the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided approval of the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the BorrowersIssuing Lender (which approvals shall not be unreasonably withheld), but no later than forty-five Company may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(45d) days following If the Borrowers’ increase requestRevolving Commitment Amount is increased in accordance with this Section, the Administrative Agent and Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The AgentAdministrative Agent shall promptly notify Company and the Lenders of the final allocation of such increase, the BorrowersIncrease Effective Date and revised Pro Rata Shares.
(e) As a condition precedent to such increase, Company shall deliver to the Administrative Agent an Officer’s Certificate dated as of the Increase Effective Date (i) certifying and attaching the resolutions adopted by Company approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 5 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Unmatured Event of Default or Event of Default exists or shall result from such increase to the Revolving Commitment. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall execute make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures such that, after giving effect thereto, all Revolving Outstandings hereunder are held ratably by the Lenders in proportion to their respective Commitments, Assignments pursuant to the preceding sentence shall be reallocated among Lenders, made in exchange for the principal amount assigned plus accrued and settled by unpaid interest and facility and letter of credit fees. Company shall make any payments under Section 8.4 resulting from such assignments.
(f) This Section shall supersede any provisions in Section 7.5 or 15.1 to the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentscontrary.
Appears in 2 contracts
Sources: Credit Agreement (Lecg Corp), Credit Agreement (Lecg Corp)
Increase in Commitments. The 2.9.1. So long as no Default or Event of Default exists, Borrowers may request an increase in that the Commitments from time to time be increased and, upon notice to the Agentsuch request, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Administrative Agent shall have received certified copies use reasonable efforts in light of the resolutions then current market conditions to solicit additional financial institutions to become Lenders for purposes of Westlake approving such increase in the Commitmentsthis Agreement, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver or to encourage any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that (a) each Lender which is a party to this Agreement immediately prior to such increase shall have the first option, and may elect, to fund its Pro Rata share of the amount of the increase in the Commitment (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata share of the amount of the increase in the Commitment), thereby increasing its Commitment hereunder, but no Lender shall have any obligation to do so; (b) in the event that it becomes necessary to include a new financial institution to fund the amount of the requested increase in the Commitment, each such financial institution shall be an Eligible Assignee and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (c) no Lender shall have an obligation to Borrowers, Agents or any other Lender to increase its Commitment. Any Lender not responding within such period Commitment or its Pro Rata share of the Commitments, which decision shall be deemed to have declined an increase. If made in the sole discretion of each Lender; and (d) in no event shall the addition of any Lender or Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in the Commitment of any Lender under this Section 2.9.1 increase the aggregate Commitments (i) in any single instance by less than $100,000,000 or (ii) by an aggregate amount greater than $400,000,000 less the amount of any voluntary reductions under Section 5.3 hereof. Upon the addition of any Lender, or the increase in the Commitment of any Lender, Schedule 1 shall be amended by Administrative Agent and allocations Borrowers to reflect such addition or such increase, and Administrative Agent shall deliver to the Lenders, Agents and Borrowers copies of such amended Schedule 1. Borrowers shall not be required to pay to the Commitmentsapplicable Agent, for its own account, an administrative or arrangement fee for the foregoing increase in the Commitments even if such fee requires the processing of any new Lender. On Lenders shall be entitled to receive and Borrowers shall be obligated to pay a mutually agreeable amendment fee to the applicable Agent for the Pro Rata benefit of those Lenders who increase their Commitment and any new Lenders, such fee to be based upon the increase in their Commitments only and not on their aggregate Commitments after giving effect to such increase.
2.9.2. If any requested increase in the Commitments is agreed to in accordance with Section 2.9.1 above, Administrative Agent and Borrowers shall determine the effective date of such increase (the “Increase Effective Date”). Administrative Agent, with the consent and approval of Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such increase as of the Increase Effective Date, and each new Lender and each existing Lender that has increased its Commitment shall purchase Loans and L/C Obligations from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Loans and L/C Obligations from each Lender shall equal such Lender’s respective Pro Rata share of the U.S. Revolver Commitments and Canadian Revolver Commitments, as applicable, as modified to give effect to such increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled multiplied by the Agent if necessary, in accordance with aggregate amount of Loans outstanding and L/C Obligations from all Lenders’ adjusted shares . As a condition precedent to the effectiveness of such Commitmentsincrease, Borrowers shall deliver to Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Senior Officer of Borrower Agent on behalf of Borrowers, including a Compliance Certificate demonstrating compliance with the terms of this Agreement and certification that, before and after giving effect to such increase, the representations and warranties contained in Section 9 of the Credit Agreement are true and correct in all material respects on and as of the Increase Effective Date (except to the extent any such representation or warranty is stated to relate solely to an earlier date) and no Default or Event of Default exists. Upon the request of any Lender, Borrowers shall deliver a new or amended U.S. Revolver Note or Canadian Revolver Note, as applicable, reflecting the new or increased Commitment of each new or affected Lender, as of the Increase Effective Date.
Appears in 2 contracts
Sources: Credit Agreement (Ryerson Inc.), Credit Agreement (J.M. Tull Metals Company, Inc.)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis request an increase in the Aggregate Commitments from time to time upon notice to the Agent, as long as (a) the requested an amount not exceeding $2,000,000,000; provided that any such request for an increase is shall be in a minimum amount of $25,000,000 and 5,000,000 or a whole multiple of $1,000,000 in excess thereof. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is offered on requested to respond (which shall in no event be less than ten Business Days from the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior date of delivery of such notice to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent may allocateshall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall have provided to the Administrative Agent the following, in its discretionform and substance satisfactory to the Administrative Agent:
(i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitments as increased Commitments among committing Lenders andpursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect, if necessaryhas been duly authorized by all necessary corporate action, Eligible Assignees. Provided together with an opinion of counsel to the conditions Borrower (which may be internal counsel) to such effect,
(ii) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 8.2 are satisfied2.15, total Commitments the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (B) no Default exists, and (C) a certificate of a Responsible Officer of the Borrower stating that all Authorizations of federal and state regulators required in order to authorize the Borrower to incur indebtedness hereunder in the amount of the Aggregate Commitments as increased by pursuant to this Section 2.15 and with a maturity date of the requested amount Stated Maturity Date then in effect have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required,
(or such lesser amount committed by Lenders and Eligible Assigneesiii) on a date agreed upon by copy of the Agent securities certificate registered with the Pennsylvania Public Utility Commission and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations order of the Commitments. On Pennsylvania Public Utility Commission approving the effective Borrower’s incurring indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect, and
(iv) an increase, all outstanding Revolving Loans, Letter opinion of Credit Obligations and other exposures shall counsel to the Borrower (which may be reallocated among Lenders, and settled by internal counsel) stating that (x) such securities certificate has been registered with the Agent if necessary, Pennsylvania Public Utility Commission in accordance with Lenders’ adjusted shares Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such Commitmentsregistration, authorizes the Borrower to incur indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect, and (y) no other Authorizations are required by the Pennsylvania Public Utility Commission or by the PUC in any other state identified by the Borrower as being a state in which the Borrower or any of its Subsidiaries is subject to regulation by a PUC; provided, however, that the delivery of the items set forth in the foregoing clauses (iii) and (iv) shall not be required as a condition precedent to such increase in the event that prior to the Borrower’s request for such increase (x) the Stated Maturity Date has not been extended beyond October 25, 2007 pursuant to Section 2.14, or (y)(1) the Restructuring has been consummated, and (2) the Borrower provides an opinion of counsel (which may be internal counsel) in form and substance reasonably satisfactory to the Administrative Agent stating that all Authorizations of federal regulators and of state regulators in Pennsylvania and West Virginia (and in any other state, if any, where the Borrower or any of its Subsidiaries is subject to the PUC regulation) required in order to permit the Borrower to incur indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.
(c) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the contrary.
Appears in 2 contracts
Sources: Revolving Credit Agreement (EQT Corp), Revolving Credit Agreement (Equitable Resources Inc /Pa/)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $100,000,000; provided that each such increase shall be in an amount at least equal to $10,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The Agent may allocate, pursuant to a joinder agreement in its discretionform and substance satisfactory to the Borrower, the Administrative Agent and its counsel.
(b) If the Aggregate Commitments are increased Commitments among committing Lenders andin accordance with this Section, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, Letter and (ii) in the case of Credit Obligations the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other exposures Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.(B)
Appears in 2 contracts
Sources: Credit Agreement (Western Gas Resources Inc), Credit Agreement (Western Gas Resources Inc)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time after the Closing Date request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $75,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the "Increase Effective Date") and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, Letter and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of Credit Obligations the Increase Effective Date, except to the extent that such representations and other exposures warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.12, the representations and warranties contained in Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to Section 6.01, and settled by (B) no Default exists.
(c) Upon the Agent if necessaryeffectiveness of any increase pursuant to this Section 2.12 of the Aggregate Commitments and any resulting adjustment in a Pro Rata Share, in accordance with Lenders’ adjusted shares the Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of each Lender to equal its Pro Rata Share (as so adjusted) of the aggregate outstanding Loans. If any Lender shall suffer a loss or incur an expense as a result of the effectiveness of such Commitmentspurchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount of such loss or expense. Each such Lender shall furnish the Borrower with a certificate setting forth the basis for determining the amount to be paid to it hereunder.
(d) This Section shall supersede any provisions in Sections 2.11 or 9.01 to the contrary.
Appears in 2 contracts
Sources: Credit Agreement (Nuveen Investments Inc), 364 Day Credit Agreement (Nuveen Investments Inc)
Increase in Commitments. The (a) At any time and from time to time after the Closing Date, the Borrowers may request an increase in the Commitments from time to time upon notice to Aggregate Commitment, provided that (i) each increase in the Agent, as long as (a) Aggregate Commitment shall be in the requested increase is in a minimum amount of $25,000,000 5,000,000 (or in multiples of $5,000,000 in excess thereof), and is offered (ii) in no event may the Aggregate Commitment be increased to an amount greater than $40,000,000. If the Borrowers desire an increase in the Aggregate Commitment, it shall first deliver a written request (“Request for Aggregate Commitment Increase”) to the Agent and each of the Lenders specifying the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase and requesting that the Lenders severally increase their respective Commitments. Upon the Borrowers’ delivery of any Request for Aggregate Commitment Increase, each of the Lenders will have the right, but not the obligation, to increase its Commitment in accordance with its Pro Rata Share of the requested increase in the Aggregate Commitment. Each of the Lenders shall notify the Borrowers and the Agent of its determination within ten (10) days after receipt of the Request for Aggregate Commitment Increase. If one or more of the Lenders elects not to increase its Commitment (or to increase its Commitment by an amount less than its Pro Rata Share of the requested increase in the Aggregate Commitment), the Borrowers may request that the other Lenders increase their Commitments by the amount of the shortfall or seek to obtain Commitments from other financial institutions to become additional Lenders under this Agreement (subject to the consent of the Agent, but without the consent of any other Lenders). The Borrowers shall notify the Agent of any financial institution that shall have agreed to become an additional Lender party to this Agreement (a “New Lender”) in connection with a Request for Aggregate Commitment Increase and the amount of its proposed Commitment, and the Agent shall then have a period of five Business Days in which to consent or withhold consent to the admission of the proposed New Lender. If the Borrowers are unable within thirty (30) days after delivering any Request for Aggregate Commitment Increase to obtain approval from the Lenders to increase their Commitments and/or to secure Commitments from New Lenders for the full amount of the requested increase in the Aggregate Commitment, the Request for Aggregate Commitment Increase shall become effective to the extent of the increased or new Commitments actually obtained. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the same terms as existing Commitmentspart of any Lender to increase its Commitment at any time, except and no Lender shall be obligated to agree to any increase in its Commitment.
(b) If any Request for a closing fee specified Aggregate Commitment Increase is approved by the requisite Lenders (including any New Lenders approved by the Agent), the Agent shall notify the Borrowers, the Lenders and any New Lenders of the effective date (b“Increase Effective Date”) increases under this Section do not exceed $150,000,000 proposed by the Borrowers for the increase in the aggregate Aggregate Commitment and no more than four (4) increases are made, the Commitments which will be in effect for each of the applicable Lenders and any New Lenders as of the Increase Effective Date.
(c) no reduction Any increase in Commitments pursuant to Section 3.2 has occurred prior the Aggregate Commitment shall be subject to the requested increasesatisfaction of the following conditions precedent at or as of the Increase Effective Date: (i) no Default or Event of Default shall have occurred and then be continuing; (ii) all representations, warranties and covenants contained in this Agreement and the other Loan Documents shall be true and correct in all material respects as though made on such date; (diii) each Lender that shall have agreed to provide an increase in its Commitment shall have confirmed such increase to the Borrowers and the Agent in writing; (iv) each New Lender shall have executed and delivered such documents as the Agent shall have received certified copies reasonably required in order for it to subscribe to the terms and conditions of this Agreement and the other Loan Documents and agree to be bound by the terms and provisions hereof and thereof or as the Agent shall have reasonably requested in connection with such increase; (v) a secretary or assistant secretary of each of the Borrowers shall have provided to the Agent a certified copy of directors’ resolutions of Westlake approving authorizing such increase in the Commitments, ; (evi) the increased Commitments outstanding Loans shall have been reallocated ratably among the Lenders (including the New Lenders) after giving effect to such increase; and (vii) all legal matters incident to such increase and the admission of any New Lenders under this Agreement shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by satisfactory to the Agent and its counsel. The Borrowers hereby agree to compensate each Lender, as and to the Arranger extent provided in Section 4.02, for all losses, expenses and liabilities incurred by such Lender in connection with the reallocation of any outstanding Loans. Upon delivery of the documents contemplated by clause (iv) of the first sentence of this Subsection 2.17(c), each New Lender shall become for all purposes a Lender party to this Agreement and all other Loan Documents and shall have all the rights and obligations of a Lender under this Agreement and all other Loan Documents, to the same extent as if it were an original party thereto. No increase in the Commitments. The Agent Aggregate Commitments shall promptly notify Lenders become effective unless and until each of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the foregoing conditions set forth in Section 8.2 are precedent has been satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 2 contracts
Sources: Credit Agreement (North American Galvanizing & Coatings Inc), Credit Agreement (North American Galvanizing & Coatings Inc)
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time (a) Provided there exists no Default or Event of Default, upon notice to the AgentAdministrative Agent (which shall promptly notify such of the Revolving Lenders as Visa Inc. may specify), as long as Visa Inc. may, from time to time, elect to increase the Total Commitment to an amount (aafter giving effect to all such increases) the requested that does not exceed U.S.$6,000,000,000; provided that (i) each increase is shall be in a minimum amount of $25,000,000 U.S.$25,000,000 and (ii) Visa Inc. may make a maximum of five such elections. At the time of sending such notice, Visa Inc. (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is offered on requested to respond (which shall in no event be less than ten Business Days from the same terms as existing Commitments, except for a closing fee specified by date of delivery of such notice to the Borrowers, applicable Revolving Lenders).
(b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each applicable Revolving Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to Commitment and, if so, the amount of such increase and whether such increase is of its Tranche A Commitment or Tranche B Commitment. Any Revolving Lender not responding within such time period shall be deemed to have declined an increaseto increase its Revolving Commitment.
(c) The Administrative Agent shall notify Visa Inc. and each applicable Revolving Lender of the applicable Revolving Lenders’ responses to each request made hereunder. If Lenders fail to commit To achieve the full amount of a requested increase and subject to the full requested increaseconsent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Visa Inc. may also invite Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The Agent may allocate, Lenders.
(d) If the Total Commitment is increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Visa Inc. shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify Visa Inc. and the Revolving Lenders (including any new Revolving Lenders) of the final allocation of such increase and such Increase Effective Date. On or before such Increase Effective Date, each Eligible Assignee that becomes a new Revolving Lender shall execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent is authorized and directed to amend and distribute to the Revolving Lenders (including any new Revolving Lenders) a revised Schedule 1 that gives effect to each increase in the Total Commitment and the allocation thereof among the Revolving Lenders (including any new Revolving Lenders).
(e) If on the Increase Effective Date, there is an increase, all outstanding unpaid principal amount of Revolving Loans, Letter the applicable Borrowers shall, on such date or on such date or dates thereafter as the Administrative Agent shall reasonably specify (in consultation with Visa Inc. and having regard to the avoidance of Credit Obligations amounts payable pursuant to Section 3.5, in each case so long as no Event of Default has occurred and other exposures is continuing), borrow Revolving Loans from the Revolving Lenders and/or prepay any Revolving Loans outstanding on each Increase Effective Date for the sole purpose of insuring that the Revolving Loans (including, without limitation, the Types thereof and Interest Periods with respect thereto) shall be reallocated among Lenders, and settled held by the Agent if necessary, in accordance with Lenders’ adjusted shares of such CommitmentsRevolving Lenders pro rata according to their revised applicable shares.
Appears in 2 contracts
Sources: Five Year Revolving Credit Agreement (Visa Inc.), Five Year Revolving Credit Agreement (Visa Inc.)
Increase in Commitments. (i) Twice per calendar year the Borrowers may, by written notice to the Administrative Agent, request that the Total Revolving Commitment be increased by an amount not to exceed $25,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Administrative Agent shall deliver a copy of such request to each Lender. The Borrowers may shall set forth in such request an the amount of the requested increase in the Commitments from time to time upon notice to the Agent, as long as Total Revolving Commitment (a) the requested increase is which shall be in minimum increments of $10,000,000 and a minimum amount of $25,000,000 10,000,000) and the date on which such increase is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, requested to become effective (b) increases under this Section do which shall be not exceed $150,000,000 in the aggregate and no less than 10 Business Days nor more than four (4) increases are made60 days after the date of such notice and that, (c) no reduction in Commitments pursuant to Section 3.2 has occurred any event, must be at least 360 days prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentMaturity Date), and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Revolving Commitment by its Revolving Facility Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Borrowers and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment. Any Revolving Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “Increasing Lender”) or decline to increase its Revolving Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Revolving Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If If, on the 10th day after the Administrative Agent shall have delivered notice as set forth above, the Increasing Lenders fail to commit shall have agreed pursuant to the full preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later the Borrowers may arrange for one or more banks or other entities that are Eligible Assignees (each such Person so agreeing being an “Augmenting Lender”), and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Commitment hereunder. Any increase in the Total Revolving Commitment may be made in an amount that is less than forty-five the increase requested by the Borrowers if the Borrowers are unable to arrange for, or choose not to arrange for, Augmenting Lenders.
(45ii) days following Each of the Borrowers’ parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase request. The Agentin the Total Revolving Commitment pursuant to this Section 2.1(b), the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled Loans (if any) are held by the Agent if necessary, Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders’ adjusted shares ; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.1(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such CommitmentsBorrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty.
Appears in 2 contracts
Sources: Credit Agreement (Central Hudson Gas & Electric Corp), Credit Agreement (Ch Energy Group Inc)
Increase in Commitments. (a) The Borrowers may request an increase in the Commitments from time to time upon Borrower may, by written notice to the AgentAdministrative Agent in substantially the form of Exhibit J, as long as (a) request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase is (which shall be in a minimum amount of $25,000,000 500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, requested to become effective (b) increases under this Section do which shall be not exceed $150,000,000 in the aggregate and no less than 10 days nor more than four (4) increases are made60 days after the date of such notice and which, (c) no reduction in Commitments pursuant to Section 3.2 has occurred any event, must be on or prior to the requested increaseCommitment Termination Date). Upon the receipt of such request by the Administrative Agent, (d) the Administrative Agent shall have received certified copies of the resolutions of Westlake approving such increase give notice promptly to each Bank substantially in the Commitmentsform of Exhibit K, (e) which notice will offer each such Bank the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Lender shall have any obligation Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment. Any Lender Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If Lenders fail to commit In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the full second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments.
(b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, Eligible Assignees may issue additional (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and become Lenders hereunder. The Agent may allocate(B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in its discretionwhich case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the increased Commitments among committing Lenders andBorrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, if necessaryas the case may be), Eligible Assignees. Provided (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount preceding clauses (or such lesser amount committed by Lenders i) and Eligible Assignees(ii) have been satisfied and (B) on a date agreed upon historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 2 contracts
Sources: Credit Agreement (American Honda Finance Corp), Credit Agreement (American Honda Finance Corp)
Increase in Commitments. (a) The Borrowers may request an increase in Company may, on behalf of itself or the Commitments Canadian Borrower, from time to time upon by written notice to the U.S. Administrative Agent (which shall promptly deliver a copy to each of the Lenders and the Canadian Administrative Agent), as long as (a) request that the requested increase is in a minimum U.S. Commitments and/or the Canadian Commitments be increased by an amount not less than US$10,000,000 for any such increase; provided that after giving effect to all such increases the sum of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do total Commitments shall not exceed $150,000,000 in US$2,000,000,000 minus any amount by which the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments shall have been reduced pursuant to Section 3.2 has occurred prior to the requested increase, 2.09. Such notice shall set forth (di) the Agent shall have received certified copies of the resolutions of Westlake approving whether such increase in Commitments shall apply to the U.S. Commitments or Canadian Commitments, (eii) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin such Commitments, within ten (10iii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days thereafteror more than 60 days after the date of such notice), and shall offer each U.S. Lender shall notify (in the Agent if and to what extent such case of a requested increase in U.S. Commitments) or Canadian Lender commits (in the case of a requested increase in Canadian Commitments) the opportunity to increase its Commitment; provided that no Commitment of the applicable Class, by its Applicable Percentage of the proposed increased amount. Each such Lender shall have any obligation shall, by notice to the Company and the U.S. Administrative Agent given not more than 10 days after the date of the Company’s notice, either agree to increase its applicable Commitment. Any , by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its applicable Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its applicable Commitment) (each such Lender so declining or deemed to have declined being a “Non-Increasing Lender”). If Lenders fail to commit In the event that, on the 10th day after the Company shall have delivered a notice pursuant to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretionfirst sentence of this paragraph, the increased applicable Lenders shall have declined the requested increase or agreed pursuant to the preceding sentence to increase their applicable Commitments among committing Lenders andby an aggregate amount less than the increase in the total Commitments of the applicable Class requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments of the applicable Class or increase their existing Commitments of the applicable Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if necessarynot already a Lender hereunder, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by subject to the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by approval of the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The U.S. Administrative Agent, the Borrowers, Swingline Lender and new each Issuing Bank (which approval shall not be unreasonably withheld) and existing Lenders the Company and each Augmenting Lender shall execute and deliver all such documents and agreements documentation as the U.S. Administrative Agent deems appropriate shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount which is less than the increase in and allocations of requested by the Commitments. Company if the Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments of either Class pursuant to this Section 2.20 (the “Commitment Increase”), (i) the aggregate principal amount of the Loans of the same Class outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Applicable Agent in same day funds an increase, all outstanding Revolving amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, Letter (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to the Applicable Agent in same day funds an amount equal to the product of Credit Obligations (1) such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and other exposures (iv) after the Applicable Agent receives the funds specified in clauses (ii) and (iii) above, the Applicable Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans and (B) the product of (1) such Non- Increasing Lender’s Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the applicable Borrower or Borrowers shall be reallocated among Lenders, deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of its or their Initial Loans and settled by of the types and for the Interest Periods specified in a Borrowing Request delivered to the Applicable Agent if necessary, in accordance with Lenders’ adjusted shares Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the applicable Borrower or Borrowers shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on its or their Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result.
(c) Increases and new Commitments of either Class created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of paragraph (a) above.
(d) Notwithstanding the foregoing, no increase in the total Commitments of a Class (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section unless, (i) on the date of such Commitmentsincrease, (A) the representations and warranties set forth in this Agreement shall be true and correct in all material respects (without duplication of any materiality qualifier) on and as of such date (unless expressly made as of another date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier)on and as of such other date) and (B) on such date and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing and the U.S. Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer, and (ii) the U.S. Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the applicable Borrower or Borrowers to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not in anywise been annulled, modified, rescinded or revoked).
Appears in 2 contracts
Sources: Credit Agreement (Sysco Corp), Credit Agreement (Sysco Corp)
Increase in Commitments. The Borrowers may Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request an increase in the Commitments from time to time upon notice to aggregate Commitment (the Agent, as long as (a) the requested increase is in a minimum amount of increase requested on any occasion being referred to herein as the “Increase Amount”), to a maximum aggregate Commitment of $25,000,000 250,000,000; provided that at the time of the Commitment Increase Notice and at the time such request would become effective (i) no Default has occurred and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant continuing or would exist after giving effect to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentCommitment, and (gii) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by Administrative Borrower will be in pro forma compliance with the Agent and the Arranger covenant in Section 6.7 after giving effect to any funding in connection with the such increase in the CommitmentsCommitment. NYDOCS/1287812.1 The Commitment Increase Notice shall be delivered by the Administrative Agent to the Lenders and shall promptly notify Lenders of specify a time period selected by the Administrative Borrower within which each Lender is requested increase and, within to respond to such Commitment Increase Notice (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase its CommitmentCommitment and, if so, the amount of such increase. Any such Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Administrative Borrower and each Lender of such other Lender’s responses to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders each request made hereunder. The Agent may allocate, in its discretion, After the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided expiration of the conditions time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 8.2 are satisfied10.4(e). None of the Administrative Agent, total Commitments Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the Increase Amount. Any such increase in the Commitment shall become effective upon written notice by the Administrative Agent (which shall be increased promptly delivered by the requested amount (or such lesser amount committed by Lenders and Eligible AssigneesAdministrative Agent) on a date agreed upon by to the Agent Administrative Borrower and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an increase, Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all outstanding or any portion of Revolving Loans constituting Eurocurrency Loans, Letter CDOR Rate Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of Credit Obligations and other exposures shall the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be reallocated among Lenders, and settled required to be paid by the Agent if necessary, in accordance with Lenders’ adjusted shares of Administrative Borrower pursuant to Section 2.15 had such Commitments.payments been made directly by the Administrative Borrower. NYDOCS/1287812.1
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Idexx Laboratories Inc /De)
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon notice to the Agent, as long as (a) At any time during the requested period from and after the Closing Date through the date that is 12 months after the Closing Date, at the option of Borrower and with the consent of Agent, the Commitments and the Maximum Revolver Amount may be increased on one occasion by an amount not in excess of $20,000,000 (such increase that satisfies the terms and conditions herein, an “Approved Increase”) if and only if (i) each of the conditions precedent set forth in Section 3.2 are satisfied as of the Increase Effective Date, (ii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the proposed increase) for Borrower and its Subsidiaries evidencing compliance on a pro forma basis with Section 7(a) for the 12 calendar months (on a quarter-by-quarter basis) following the Increase Effective Date, in form and consent reasonably acceptable to Agent, (iii) Borrower shall have paid to Agent all fees due and payable as of the Increase Effective Date pursuant to the Fee Letter, and (iv) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the proposed increase. Unless waived by Agent, Borrower shall provide written notice of a proposed increase to Agent, which notice shall specify a date not less than 20 days after the date of such notice on which the proposed increase is to be effective (the “Increase Effective Date”). The proposed increase shall be in a minimum an amount of at least $25,000,000 5,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, integral multiples of $1,000,000 in excess thereof.
(b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such invite each Lender to increase in the Commitments, its Commitment (e) the increased Commitments it being understood that no Lender shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits obligated to increase its Commitment; provided that no ), or may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined in connection with an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocateApproved Increase by executing a joinder agreement, in its discretionform and substance reasonably satisfactory to Agent, to which such prospective lender, Borrower, and Agent are party (the “Increase Joinder”). So long as each of the requirements set forth in Section 2.14(a) and this Section 2.14(b) are satisfied, the increased Commitments among committing with respect to an Approved Increase shall become effective as of the Increase Effective Date.
(c) To the extent any Advances or Letters of Credit are outstanding on the Increase Effective Date, each of the Lenders andhaving a Commitment prior to the Increase Effective Date (the “Pre- Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Commitment on the Increase Effective Date (the “Post-Increase Revolver Lenders”), if necessaryand such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, Eligible Assignees. Provided at the conditions set forth principal amount thereof, such interests in Section 8.2 are satisfied, total Commitments the Advances and participation interests in Letters of Credit on such Increase Effective Date as shall be increased necessary in order that, after giving effect to all such assignments and purchases, such Advances and participation interests in Letters of Credit will be held by the requested amount (or such lesser amount committed by Pre-Increase Revolver Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than fortyPost-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Increase Revolver Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, ratably in accordance with Lenders’ adjusted shares of their Pro Rata Share after giving effect to such increased Commitments.
(d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Advances shall be deemed, unless the context otherwise requires, to include Advances made pursuant to the increased Commitments and Maximum Revolver Amount pursuant to this Section 2.14. The Advances, Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Advances, Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Commitments and Maximum Revolver Amount.
Appears in 2 contracts
Sources: Credit Agreement (Powerwave Technologies Inc), Credit Agreement (Powerwave Technologies Inc)
Increase in Commitments. (a) The Borrowers may request an increase in the Commitments from time to time upon Borrower, by written notice to the Administrative Agent, as long as (a) may request that the requested increase is in a minimum Class A Commitments be increased; provided that the aggregate amount of $25,000,000 and is offered on by which the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under Class A Commitments are increased pursuant to this Section do shall not exceed $150,000,000 in the aggregate and no more than four 150,000,000. Such notice shall set forth (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (di) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase and, within ten and (10ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days thereafteror more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Class A Commitment; provided that no , by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment. Any , by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). If Lenders fail to commit In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the full first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15.
(c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.
(d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments 4.02 shall be increased satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the requested Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such lesser increase in an amount committed by Lenders exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and Eligible Assignees(v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a date agreed upon by pro forma basis as if the Agent and Aggregate Revolving Credit Exposure were equal to the Borrowers, but no later than forty-five (45total Commitments) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentsat least 1.75:1.00.
Appears in 2 contracts
Sources: Credit Agreement (American Axle & Manufacturing Holdings Inc), Credit Agreement (American Axle & Manufacturing Holdings Inc)
Increase in Commitments. The Borrowers may Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request an increase in the Commitments from time to time upon notice to aggregate Commitment (the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered increase requested on any occasion being referred to herein as the same terms as existing Commitments“Increase Amount”), except in an aggregate amount of up to US$150,000,000 for all such increases, to a closing fee specified by the Borrowers, maximum aggregate Commitment of US$850,000,000 (b) increases under this Section do not exceed $150,000,000 in less the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments amount of any Commitment reductions pursuant to Section 3.2 2.8); provided that at the time of the Commitment Increase Notice and at the time such request would become effective (i) no Default has occurred prior and is continuing or would exist after giving effect to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentCommitment, and (gii) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by Administrative Borrower will be in pro forma compliance with the Agent and the Arranger covenant in Section 6.7 after giving effect to any funding in connection with the such increase in the CommitmentsCommitment. The Commitment Increase Notice shall be delivered by the Administrative Agent to the Lenders and shall promptly notify Lenders of specify a time period selected by the Administrative Borrower within which each Lender is requested increase and, within to respond to such Commitment Increase Notice (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase its CommitmentCommitment and, if so, the amount of such increase. Any such Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Administrative Borrower and each Lender of such other Lender’s responses to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders each request made hereunder. The Agent may allocate, in its discretion, After the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided expiration of the conditions time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld or delayed) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) and such Persons may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 8.2 are satisfied10.4(e). None of the Administrative Agent, total Commitments Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the Increase Amount. No consent of any Lender (other than any Lender providing a portion of the Increase Amount) shall be increased required to give effect to the Increase Amount. Any such increase in the Commitment shall become effective upon written notice by the requested amount Administrative Agent (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon which shall be promptly delivered by the Agent Administrative Agent) to the Administrative Borrower and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an increase, Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all outstanding or any portion of Revolving Loans constituting Eurocurrency Loans, Letter CDOR Rate Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of Credit Obligations and other exposures shall the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be reallocated among Lenders, and settled required to be paid by the Agent if necessary, in accordance with Lenders’ adjusted shares of Administrative Borrower pursuant to Section 2.15 had such Commitmentspayments been made directly by the Administrative Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De)
Increase in Commitments. (a) The Borrowers may request an increase in Company may, by written notice to the Commitments General Administrative Agent from time to time upon (which notice the General Administrative Agent shall promptly forward to the AgentLenders), as long as (a) request that the Commitment of any Class be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase is (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior 10,000,000 or equal to the requested increaseremaining Incremental Facility Amount), (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions Class or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders Classes of the requested increase and, within ten and the date on which such increase is requested to become effective (10) which shall be not less than 10 Business Days thereafternor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender shall notify of the Agent if and to what extent such Lender commits affected Class the opportunity to increase its Commitment; provided that no Commitment by its Applicable Percentage of such Class of the proposed increased amount. Each Lender shall have any obligation of the affected Class shall, by notice to the Company and the General Administrative Agent given not more than 10 days after the date of the General Administrative Agent’s notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If In the event that, on the 10th day after the General Administrative Agent’s notice, the Lenders fail to commit shall have agreed pursuant to the full preceding sentence to increase their Commitments by an aggregate amount less than the increase requested increaseby the Company, Eligible Assignees the Company may issue additional arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments of the affected Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agents (which approval shall not be unreasonably withheld), and become Lenders the Borrowers and each Augmenting Lender shall execute all such documentation as the General Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. The Agent Any increase in the Commitments of any Class may allocate, be made in its discretion, an amount which is less than the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased increase requested by the requested amount (Company if the Company is unable to arrange for, or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowerschooses not to arrange for, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Augmenting Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 2 contracts
Sources: Credit Agreement (Zimmer Holdings Inc), Credit Agreement (Zimmer Holdings Inc)
Increase in Commitments. The Borrowers (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments provided that the cumulative increase in the Aggregate Commitments since the Closing Date shall not exceed $100,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date of an each such increase (in each case, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loans, Letter the Borrower shall deliver to the Administrative Agent a certificate of Credit Obligations the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and other exposures shall be reallocated among Lenders, and settled attaching the resolutions adopted by the Agent if necessaryBorrower approving or consenting to such increase, and, (ii) including a Compliance Certificate demonstrating pro forma compliance with Section 7.08 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in accordance with Lenders’ adjusted shares Article V are true and correct on and as of such Commitments.the Increase Effective Date and no Default or Event of Default exists as of the Increase Effective Date. The Borrower shall deliver new or amended Revolving Loan Notes reflecting the increased Commitment of any Lender holding or requesting
Appears in 1 contract
Sources: Credit Agreement (Bj Services Co)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis, request an increase in the Aggregate Commitments by an amount not exceeding $75,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, Letter and (ii) in the case of Credit Obligations the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other exposures Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.(B)
Appears in 1 contract
Sources: Revolving Credit Agreement (Equitable Resources Inc /Pa/)
Increase in Commitments. The Borrowers (a) Provided no Default or Event of Default has occurred and is continuing, upon notice to the Administrative Agent (who shall promptly notify the Lenders thereof), the Borrower may on a one-time basis, request an increase in the Aggregate Commitments by an additional amount not to exceed an aggregate additional $200,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days or greater than forty-five Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. The If the Lenders notify the Administrative Agent may allocate, that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the requested increase in its discretionthe Aggregate Commitment, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided requested increase in the conditions set forth in Section 8.2 are satisfied, total Commitments Aggregate Commitment shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent.
(b) If the Aggregate Commitments are increased by in accordance with this Section, the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five Borrower shall determine the effective date (45the "Commitment Increase Effective Date") days following and the Borrowers’ increase requestfinal ---------------------------------- allocation of such increase. The AgentAdministrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Effective Date. As a condition precedent to such increase, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements to the Administrative Agent a duly executed certificate of a Responsible Officer dated as the Agent deems appropriate to evidence the increase in and allocations of the CommitmentsCommitment Increase Effective Date (in sufficient copies for each Lender) certifying (i) the resolutions adopted by the Borrower approving or consenting to such increase, (ii) through a Compliance Certificate, that the Borrower is in pro forma compliance with Section 7.06 after giving effect to such increase, (iii) that ------------ immediately before and after giving effect to such increase, the representations and warranties contained in Article V are true and correct on and as of the --------- Commitment Increase Effective Date and (iv) that no Default or Event of Default exists. On the effective date Commitment Increase Effective Date, (A) the Borrower shall deliver new or amended Committed Loan Notes reflecting the increased 22 Credit Agreement Commitment of any Lender holding or requesting a Note in exchange for such Lender's applicable existing Committed Loan Note and (B) the Administrative Agent shall distribute an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures amended Schedule 2.01 (which shall be reallocated among Lendersdeemed ------------- incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrower shall prepay any Committed Loans outstanding on the Commitment Increase Effective Date (and settled by pay any additional amounts required pursuant to Section 3.05) to the Agent if necessary, extent necessary to keep the outstanding ------------ Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section.
(c) This Section shall supersede any provisions in Section 10.01 to ------------- the contrary.
Appears in 1 contract
Sources: Credit Agreement (Danaher Corp /De/)
Increase in Commitments. (a) At any time after the Closing Date, the Borrower may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an amount not to exceed $50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Borrowers may Administrative Agent shall deliver a copy of such request an to each Lender. The Borrower shall set forth in such request the amount of the requested increase in the Commitments from time to time upon notice to the Agent, as long as Total Commitment (a) the requested increase is which shall be in minimum increments of $10,000,000 and a minimum amount of $25,000,000 10,000,000) and the date on which such increase is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, requested to become effective (b) increases under this Section do which shall be not exceed $150,000,000 in the aggregate and no less than 10 Business Days nor more than four (4) increases are made60 days after the date of such notice and that, (c) no reduction in Commitments pursuant to Section 3.2 has occurred any event, must be at least 60 days prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions Maturity Date). The Borrower may arrange for one or more banks or other documents reasonably requested by entities that are Eligible Assignees to provide a Commitment hereunder pursuant to this Section 3.2(a) (each such Person so agreeing being an “ Augmenting Lender ”) and/or the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, Borrower may offer to each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment by its Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “ Increasing Lender ”) or decline to increase its Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment and each Lender so declining or being deemed to have declined being a “ Non-Increasing Lender ”). If Lenders fail Each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders evidence its Commitment and/or its status as a Lender with a Commitment hereunder. The Any increase in the Total Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(b) Each of the parties hereto agrees that the Administrative Agent may allocate, take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in its discretionthe Total Commitment pursuant to this Section 3.2(b), the increased Commitments among committing Lenders and, outstanding Loans (if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 any) are satisfied, total Commitments shall be increased held by the requested amount Lenders with requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (or such lesser amount committed x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Eligible AssigneesAugmenting Lenders; (y) on a date agreed upon by permitting the Agent and Borrowings outstanding at the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the time of any increase in and allocations the Total Commitment pursuant to this Section 3.2(b) to remain outstanding until the last days of the Commitments. On respective Interest Periods therefor, even though the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and Lenders would hold such Borrowings other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, than in accordance with Lenders’ adjusted shares their new Percentages; or (z) by any combination of such Commitmentsthe foregoing. Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty. In addition, in connection with any increase in the Total Commitment pursuant to this Section the Administrative Agent may, in consultation with the Borrower, appoint any Lender as a Syndication Agent, Documentation Agent, Co-Agent or other similar title.
Appears in 1 contract
Sources: Credit Agreement
Increase in Commitments. The (a) Provided no Default or Event of Default exists, upon written notice to the Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, request an increase in the Commitments from time to time upon notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 Facility and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and Commitments hereunder by an amount (for all such requests that are satisfied) not exceeding $100,000,000. Such notice shall specify the time period within which each Lender is requested to respond (which shall in no more event be less than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each from the date of delivery of such notice to the Lenders). Each Lender shall notify the Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an to increase its Commitment. No Lender declining to increase its Commitment in connection with such a request shall be entitled to fees, if any, paid in connection with such Commitment increase. If Lenders fail The Agent shall notify the Borrowers and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders pursuant to a joinder agreement in form and substance acceptable to the Agent and subject to a $5,000,000 minimum Commitment amount for each such Eligible Assignee. Any increase in the aggregate Commitments may require the agreement of the Borrowers to pay additional arrangement, upfront and/or Agent’s fees to the Agent or the Lenders, as applicable, and may require a proportionate increase in all Liquidity and Availability thresholds hereunder. The Agent may allocate, in its discretionincluding, without limitation, the Availability threshold for the Applicable Margin and the Liquidity thresholds for reporting requirements, covenant limitations and cash dominion triggers under the Blocked Account Agreement.
(b) If the aggregate Commitments are increased Commitments among committing Lenders andin accordance with this Section, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrowers shall deliver to the Agent a certificate of each Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (ii) in the case of the Borrowers, but no later than forty-five certifying that, before and after giving effect to such increase, (45A) days following the Borrowers’ increase request. The representations and warranties made to the Agent, the BorrowersLetter of Credit Issuers or the Lenders by any Credit Party contained in Article 6 and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and new except that for purposes of this Section 1.5, the representations and existing Lenders warranties contained in subsection (a) of Section 6.6 shall execute be deemed to refer to the most recent statements furnished pursuant to subsections (a) and deliver such documents (b), of Section 5.2, and agreements as the Agent deems appropriate to evidence the increase in and allocations (B) no Default or Event of the CommitmentsDefault exists. On the effective date of an increaseIncrease Effective Date, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures Schedule 1.1 shall be reallocated among Lendersdeemed to be deleted in its entirety and replaced with a new Schedule 1.1 reflecting the increased Commitments. The respective Lenders shall fund and/or be pre-paid, as applicable, any Loans outstanding on the Increase Effective Date (and settled by the Agent if necessary, Borrowers shall pay any additional amounts required pursuant to Section 4.4) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any non-ratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section.
(c) This Section shall supersede any provisions in Sections 11.1 or Section 12.11(b) to the contrary.
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time (a) Provided there exists no Default or Event of Default, upon notice to the AgentAdministrative Agent (which shall promptly notify such of the Revolving Lenders as the Borrowers may specify), as long as the Borrowers may, from time to time, elect to increase the Total Commitment to an amount (aafter giving effect to all such increases) the requested that does not exceed U.S.$5,000,000,000; provided that (i) each increase is shall be in a minimum amount of $25,000,000 U.S.$25,000,000 and (ii) the Borrowers may make a maximum of five such elections. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is offered on requested to respond (which shall in no event be less than ten Business Days from the same terms as existing Commitments, except for a closing fee specified by date of delivery of such notice to the Borrowers, applicable Revolving Lenders).
(b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each applicable Revolving Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to Commitment and, if so, the amount of such increase and whether such increase is of its Dollar Revolving Commitment or Multi-Currency Revolving Commitment. Any Revolving Lender not responding within such time period shall be deemed to have declined an increaseto increase its Revolving Commitment.
(c) The Administrative Agent shall notify the Borrowers and each applicable Revolving Lender of the applicable Revolving Lenders’ responses to each request made hereunder. If Lenders fail to commit To achieve the full amount of a requested increase and subject to the full requested increaseconsent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, the Borrowers may also invite Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The Agent may allocate, Lenders.
(d) If the Total Commitment is increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrowers shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Revolving Lenders (including any new Revolving Lenders) of the final allocation of such increase and such Increase Effective Date. On or before such Increase Effective Date, each Eligible Assignee that becomes a new Revolving Lender shall execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent is authorized and directed to amend and distribute to the Revolving 42 364-Day Revolving Credit Agreement Lenders (including any new Revolving Lenders) a revised Schedule 1 that gives effect to each increase in the Total Commitment and the allocation thereof among the Revolving Lenders (including any new Revolving Lenders).
(e) If on the Increase Effective Date, there is an increase, all outstanding unpaid principal amount of Revolving Loans, Letter the applicable Borrowers shall, on such date or on such date or dates thereafter as the Administrative Agent shall reasonably specify (in consultation with Visa Inc. and having regard to the avoidance of Credit Obligations amounts payable pursuant to Section 3.5, in each case so long as no Event of Default has occurred and other exposures is continuing), borrow Revolving Loans from the Revolving Lenders and/or prepay any Revolving Loans outstanding on each Increase Effective Date for the sole purpose of insuring that the Revolving Loans (including, without limitation, the Types thereof and Interest Periods with respect thereto) shall be reallocated among Lenders, and settled held by the Agent if necessary, in accordance with Lenders’ adjusted shares of such CommitmentsRevolving Lenders pro rata according to their revised applicable shares.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Provided there exists no Default and there has been no prior reduction of the Aggregate Commitments, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments from time to time upon notice to the Agent, as long as by an amount (afor all such requests) the requested not exceeding $150,000,000; provided that any such request for an increase is shall be in a minimum amount of $25,000,000 and 25,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is offered on requested to respond (which shall in no event be less than ten Business Days from the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior date of delivery of such notice to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. 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 and each Lender of the Lenders' responses to each request made hereunder. To the extent the Lenders have not agreed to increase their respective Commitments in an increase. If Lenders fail amount sufficient to commit to provide the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The Agent may allocatein order to provide, in its discretiontogether with the existing Lenders increasing their Commitments, the increased Commitments among committing Lenders andaggregate requested additional Commitments. In order to so become a Lender, if necessary, each such additional Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Assignee shall execute and deliver such documents a joinder agreement in form and agreements as substance satisfactory to the Administrative Agent deems appropriate to evidence and its counsel.
(b) If the increase Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and allocations of the Commitments. On Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, Letter and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of Credit Obligations the Increase Effective Date, except to the extent that such representations and other exposures warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.11 shall be reallocated among Lendersdeemed to include the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.(B)
Appears in 1 contract
Sources: Credit Agreement (Pactiv Corp)
Increase in Commitments. (a) The Borrowers may Borrower may, by written notice to the Administrative Agent, request (each such request, a “Commitment Increase Request”) that the Total Commitment be increased by an amount not to exceed $25,000,000 such that the aggregate Total Commitment is not more than $100,000,000 after giving effect to all such increases from the Amendment No. 2 Effective Date until one year prior to the Facility Termination Date, provided that no Default or Event of Default has occurred and is continuing at the time of such Commitment Increase Request and on the date of any such increase. The Administrative Agent shall deliver a copy of such Commitment Increase Request to each Lender. The Borrower shall set forth in such Commitment Increase Request the amount of the requested increase in the Commitments from time to time upon notice to the Agent, as long as Total Commitment (a) the requested increase is which shall be in a minimum amount of $25,000,000 5,000,000 and in minimum increments thereafter of $5,000,000) and the date on which such increase is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, requested to become effective (b) increases under this Section do which date shall be not exceed $150,000,000 in the aggregate and no less than 20 Business Days nor more than four (4) increases are made60 days after the date of such notice and that, (c) no reduction in Commitments pursuant to Section 3.2 has occurred any event, must be at least 385 days prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentFacility Termination Date), and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment by its Commitment Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 10 Business Days after the date of delivery by the Administrative Agent of the Borrower’s Commitment Increase Request, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 Business Days shall be deemed to have declined an increaseto increase its Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If Lenders fail at the end of the 10 Business Day period referred to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretionabove there are any Non-Increasing Lenders, the increased Commitments among committing Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if necessarysuch Increasing Lenders offer to increase their Commitments by more than such remaining amount, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments Administrative Agent shall be increased by the requested allocate such remaining amount (or among such lesser amount committed by Increasing Lenders and Eligible Assignees) on a date agreed pro rata basis based upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver each such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.Lender’s
Appears in 1 contract
Increase in Commitments. The Borrowers may (a) Provided there exists no Default, upon not less than 15 Business Days prior written notice to the Administrative Agent, or, solely with respect to the initial increase in Commitments requested by ▇▇▇▇▇▇▇▇▇ in accordance with this Section (the “Initial Increase”), such prior written notice as is acceptable to the Administrative Agent, ▇▇▇▇▇▇▇▇▇ may, from time to time, request an increase in the Commitments in minimum increments of not less than $10,000,000 and not in excess of $100,000,000 in the aggregate. At the time of sending such notice, ▇▇▇▇▇▇▇▇▇ (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days, or, solely with respect to the Initial Increase, such number of days as is acceptable to the Administrative Agent, from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitmentpro rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify ▇▇▇▇▇▇▇▇▇ and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, ▇▇▇▇▇▇▇▇▇ may also invite additional Eligible Assignees, such Eligible Assignees may issue additional Commitments and to be acceptable to the Administrative Agent, to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(b) If the Commitments are increased in accordance with this Section, the Administrative Agent and ▇▇▇▇▇▇▇▇▇ shall determine the effective date (the “Increase Effective Date”), and the final allocation of such increase. The Administrative Agent may allocate, in its discretionshall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the increased Commitments among committing Lenders andBorrower shall deliver to the Administrative Agent a certificate of the Guarantor and each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Borrower (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such increase, if necessary, Eligible Assignees. Provided and (ii) in the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and case of the Borrowers, but certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a) and Section 6.01(b), and (B) no later than forty-five (45) days following the Borrowers’ increase requestDefault exists. The Agent, Borrowers shall prepay any Committed Loans outstanding on the Borrowers, Increase Effective Date (and new and existing Lenders shall execute and deliver such documents and agreements as pay any additional amounts required pursuant to Section 3.05) to the Agent deems appropriate extent necessary to evidence keep the outstanding Committed Loans ratable with any revised pro rata shares arising from any nonratable increase in and allocations of the Commitments. On Commitments under this Section.
(c) This Section shall supersede any provisions in Section 2.13, Section 2.14 or Section 11.01 to the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentscontrary.
Appears in 1 contract
Sources: Revolving Credit Agreement (Carpenter Technology Corp)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may up to three (3) times within two (2) years from the date of this Agreement, request an increase in the Aggregate Commitments in a minimum of $5,000,000 and in multiples of $5,000,000 for each increase and by an amount not exceeding $100,000,000 in the aggregate. At the time of sending such a notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, Letter and (ii) in the case of Credit Obligations the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other exposures Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.5 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.1, and settled by (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Agent if necessary, Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section.
(c) This Section shall supersede any provisions in Section 2.13 or Section 11.1 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrowers may request an increase in U.S. Borrower may, by written notice to the Commitments Administrative Agents from time to time upon notice after the Closing Date, request that the Total Commitment be increased by an amount not to exceed the Incremental Commitment Amount at such time by delivering a request to the Administrative Agent, as long as who shall deliver a copy thereof to each Lender. Such notice shall set forth (a) the amount of the requested increase is in the Total Commitment (which shall be in minimum increments of U.S.$1,000,000 and a minimum amount of $25,000,000 and is offered on U.S.$5,000,000 or equal to the same terms as existing Commitments, except for a closing fee specified by the Borrowersremaining Incremental Commitment Amount), (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin the Total U.S. Commitment, within ten the Total Canadian Commitment or both and (10c) the date on which such increase is requested to become effective (which shall not be less than 10 Business Days thereafternor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its U.S. Commitment or its Canadian Commitment; provided that no , as applicable and as the case may be, by its U.S. Pro Rata Percentage or its Canadian Pro Rata Percentage, as applicable and as the case may be, of the proposed increase amount. Each Lender shall have any obligation shall, by notice to the Borrowers and the Administrative Agents given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment) (each Lender so declining or being deemed to have declined being a "Non-Increasing Lender"). If Lenders fail to commit In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the full second sentence of this paragraph, the Lenders shall have declined any increase or agreed pursuant to the preceding sentence to increase their Commitment by an aggregate amount less than the increase in the Total Commitment requested increaseby the U.S. Borrower, Eligible Assignees the U.S. Borrower may issue additional Commitments arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an "Augmenting Lender" and, together with the Increasing Lenders, the "Incremental Lenders"), to extend the Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender shall be subject to the approval of the Administrative Agents and become Lenders the Issuing Banks (which approvals shall not be unreasonably withheld or delayed). Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the U.S. Borrower if the U.S. Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(b) The Borrowers and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender or its status as a Lender hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitment evidenced thereby.
(c) Each of the parties hereto hereby agrees that the Administrative Agents may allocatetake any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in its discretionthe Total Commitment pursuant to this Section 2.23, the increased Commitments among committing outstanding U.S. Loans (if any) are held by the U.S. Lenders andin accordance with their new U.S. Pro Rata Percentages and the outstanding Canadian Loans (if any) are held by the Canadian Lenders in accordance with their new Canadian Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agents (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, if necessary(ii) by causing Non-Increasing Lenders to assign portions of their outstanding Loans to Incremental Lenders, Eligible Assignees(iii) by permitting the Borrowings outstanding at the time of any increase in the Total Commitment pursuant to this Section 2.23 to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Pro Rata Percentages, or (iv) by any combination of the foregoing. Provided Any prepayment or assignment described in this paragraph (c) shall be subject to indemnification by the Borrowers pursuant to Section 2.15, but otherwise without premium or penalty.
(d) Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section 2.23 unless, (i) on the date of such increase, the conditions set forth in paragraphs (b), (c) and (d) of Section 8.2 are satisfied, total Commitments 4.01 shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent satisfied and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, Administrative Agent shall have received a certificate to that effect dated such date and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations executed by a Financial Officer of the Commitments. On U.S. Borrower and (ii) the effective date Administrative Agent shall have received (with sufficient copies for each of the Lenders) legal opinions, board resolutions and an increase, all outstanding Revolving Loans, Letter officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i) and (c)(ii)(B) of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such CommitmentsSection 4.02.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Commitments up to an aggregate of $450,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Company and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If any Commitments are increased in its discretionaccordance with this Section 2.14, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Company shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date of an such increase (the "Increase Effective Date"). The Administrative Agent and the Company shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all the Company shall deliver to the Administrative Agent a certificate of the Company dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Company (i) certifying and attaching the resolutions adopted by the Company approving or consenting to such increase, and, (ii) in the case of the Company, including a Compliance Certificate demonstrating pro forma compliance with the covenants of this Agreement after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V are true and correct on and as of the Increase Effective Date and no Unmatured Event of Default or Event of Default exists. The Company shall deliver new or amended Revolving Loan Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.1 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Company shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.4) to the extent necessary to keep the outstanding Revolving Loans, Letter of Credit Obligations and other exposures Loans ratable with any revised Pro Rata Shares arising from any non-ratable increase in the Commitments under this Section 2.14.
(c) This Section 2.14 shall be reallocated among Lenders, and settled by supersede any provisions in Section 10.1 to the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentscontrary.
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon notice to the Agent, as long as (a) If at any time the requested Commitments shall be less than $500,000,000, the Borrower may, by written request to the Administrative Agent, request that the Lenders increase is the Commitments hereunder in a minimum such amount of $25,000,000 and is offered on that, when added together with the same terms as existing then-outstanding Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do shall not exceed $150,000,000 in 500,000,000, which amount shall be an integral multiple of $10,000,000; provided that, on and as of the Increase Date (as defined below), (i) if the aggregate and no more commitments under the Other Credit Agreement are less than four (4) increases are made$500,000,000, (c) no reduction in Commitments pursuant then such aggregate commitments shall be increased accordingly to Section 3.2 has occurred prior preserve the ratio of the aggregate commitments under the Other Credit Agreement to the requested increase, sum of (dA) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, Commitments hereunder plus (eB) the increased Commitments shall be on aggregate commitments under the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentOther Credit Agreement, and (gii) the Borrowers no Event of Default or Unmatured Default has occurred and is continuing. Such increase shall pay, on demand, all fees and reasonable costs and expenses be effective as of a date which shall be any Business Day occurring not less than 25 days (including Attorney Costs) paid or incurred unless otherwise agreed to by the Agent Borrower and the Arranger in connection with Administrative Agent) nor more than 30 days from the increase in date of such written request (such date herein referred to as the Commitments"Increase Date"). The Agent shall promptly notify Lenders Upon receipt of written notice of such request from the requested increase and, within ten (10) Business Days thereafterAdministrative Agent, each Lender shall notify have the Agent if and opportunity, in its sole discretion, no later than 20 days after the date on which the Borrower's request shall have been received by the Administrative Agent, to what extent such Lender commits commit to increase its Commitment; provided that no Commitment by written notice to the Administrative Agent setting forth the amount by which such Lender shall have any obligation proposes to increase its CommitmentCommitment (each such Lender an "Existing Lender"). Any Lender not responding within such period shall To the extent that the aggregate amount of the proposed increases is less than the aggregate amount of the increase requested by the Borrower, the Borrower may either (x) request the Administrative Agent to solicit the Lenders for further increases in their respective Commitments, (y) amend the original request by reducing the amount by which the Commitments are requested to be deemed increased to have declined an increase. If Lenders fail to commit amount equal to the full requested increase, Eligible Assignees may issue additional aggregate amount of the proposed increases of the Commitments and become Lenders hereunder. The Agent may allocateor (z) request that the Administrative Agent, in its reasonable discretion, accept the increased Commitments among committing participation in the proposed increase of one or more additional financial institutions (each an "Additional Lender"), provided that the minimum commitment of each such Additional Lender equals or exceeds $10,000,000. If the Administrative Agent shall accept the proposed increases of the Existing Lenders andand the Additional Lenders, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested aggregate amount (or such lesser of the proposed increases on and as of the Increase Date. The Administrative Agent shall allocate the increased amount committed by pro rata among the Existing Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Additional Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such their respective Commitments.
Appears in 1 contract
Increase in Commitments. The Borrowers may (i) Once per calendar year (or more frequently as permitted by Agent) Borrower may, by written notice to Agent, request that the Total Commitment Amount be increased by an amount not to exceed $100,000,000 in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no 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) Borrower shall have delivered to Agent, together with such written notice, a copy of Borrower’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the requested increase in the Commitments from time Total Commitment Amount, which resolutions shall be certified by the Secretary of Borrower 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 time upon notice to each Lender. Borrower shall set forth in such request the Agent, as long as (a) amount of the requested increase is in the Total Commitment Amount (which in each case shall be in a minimum amount of $25,000,000 and in such minimum increments in excess thereof as Agent shall permit) and the date on which such increase is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, requested to become effective (b) increases under this Section do which shall be not exceed $150,000,000 in the aggregate and no less than 10 Business Days nor more than four (4) increases are made60 days after the date of such request and that, (c) no reduction in Commitments pursuant to Section 3.2 has occurred any event, must be at least 90 days prior to the requested increase, (d) the Agent shall have received certified copies last day of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentCommitment Period), and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Revolving Credit Commitment by its Commitment Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to Borrower and Agent given not more than 10 days after the date of Agent’s notice, either agree to increase its Commitment. Any Revolving Credit Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “Increasing Lender”) or decline to increase its Revolving Credit Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Revolving Credit Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If If, on the 10th day after Agent shall have delivered notice as set forth above, the Increasing Lenders fail to commit shall have agreed pursuant to the full requested increase, Eligible Assignees may issue additional preceding sentence to increase their Revolving Credit Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested an aggregate amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later less than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in the Total Commitment Amount requested by Borrower, Borrower may arrange for one or more banks or other entities that are acceptable to Agent (each such Person so agreeing being an “Augmenting Lender”), and allocations Borrower and each Augmenting Lender shall execute all such documentation as Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Lender with a Revolving Credit Commitment hereunder. Any increase in the Total Commitment Amount may be made in an amount that is less than the increase requested by Borrower if Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders, in the full amount.
(ii) Each of the Commitments. On parties hereto agrees that Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the effective date of an increaseTotal Commitment Amount pursuant to this Section, all the outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled Loans (if any) are held by the Agent if necessary, Lenders with Revolving Credit Commitments in accordance with their new Commitment Percentages. This may be accomplished at the discretion of Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Loans; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders’ adjusted shares ; (y) by permitting the Loans outstanding at the time of any increase in the Total Commitment Amount pursuant to this Section 2.10(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such CommitmentsLoans other than in accordance with their new Commitment Percentages; or (z) by any combination of the foregoing.
Appears in 1 contract
Sources: Credit Agreement (Steris Corp)
Increase in Commitments. (a) The Borrowers Borrower may request an increase in the Commitments at any time and from time to time upon not later than six months prior to the Maturity Date, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), as long as (a) request that the requested increase is in a minimum total Commitments be increased by an amount of at least $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do occasion of any increase and not exceed in excess of $150,000,000 100,000,000 in the aggregate under this Agreement and no more than four (4) increases are madethe three-year Credit Agreement, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be being entered into on the same terms and conditions as date hereof. Such notice shall set forth the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 15 days or more than 30 days after the date of such notice), within ten (10) Business Days thereafter, and shall offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 15 days after the date of the Borrower's notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not responding deliver such a notice within such period of 15 days shall be deemed to have declined an increaseto increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-Increasing Lender"). If Lenders fail to commit In the event that, on the 15th day after the Borrower shall have delivered a notice pursuant to the full first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwith standing the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the date of such increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in paragraphs (a),(b) and (c) of Section 8.2 are satisfied, total Commitments 4.02 shall be increased by the requested amount satisfied (or with all references in such lesser amount committed by Lenders and Eligible Assigneesparagraphs to a Borrowing being deemed to be references to such increase) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, Administrative Agent shall have received a certificate to that effect dated such date and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations executed by a Financial Officer of the Commitments. Borrower and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase.
(b) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to paragraph (a) above (the "Commitment Increase"), (i) the aggregate principal amount of the Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the relevant Commitment Increase shall pay to the Administrative Agent in same day funds an increase, all outstanding Revolving amount equal to the difference between (A) the product of (1) such Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of the related Initial Loans, Letter (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of Credit Obligations (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings, and other exposures (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of the related Initial Loans, and (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings, (v) after the effectiveness of such Commitment Increase, the Borrower shall be reallocated among Lenders, deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of related Initial Loans and settled by of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each related Subsequent Borrowing (calculated after giving effect to such CommitmentsCommitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the related Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the relevant Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Nielsen Media Research Inc)
Increase in Commitments. The Borrowers (a) During the period beginning on the Closing Date and ending December 19, 2005 and provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request request, without the consent of the Administrative Agent and the Lenders, an increase in the Aggregate Commitments to an amount not exceeding $275,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail to commit The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to the request made hereunder. To achieve the full amount of a requested increase, the Borrower in consultation with the Administrative Agent may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the "INCREASE EFFECTIVE DATE") and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in ARTICLE V and the other Loan Documents are true and correct in all outstanding Revolving Loansmaterial respects on and as of the Increase Effective Date, Letter except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of Credit Obligations such earlier date, and other exposures except that for purposes of this SECTION 2.14, the representations and warranties contained in subsections (a) and (b) of SECTION 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of SECTION 6.01, and settled by (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Agent if necessary, Increase Effective Date (and pay any additional amounts required pursuant to SECTION 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Aggregate Commitments under this Section.
(c) This Section shall supersede any provisions in SECTIONS 2.13 or 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) So long as no Default exists, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request an increase in the Commitments from time to time upon request increases in the Aggregate Commitments; provided that (i) any request for an increase shall be in the amount of $10,000,000 or a higher integral multiple of $5,000,000, and (ii) the aggregate amount of all such increases during the term of this Agreement shall not exceed $150,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, Lenders).
(b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentApplicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an to increase its Commitment.
(c) The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Persons qualifying as Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel and the Issuing Bank.
(d) If the Aggregate Commitments are increased in accordance with this Section 2.13, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. If The Administrative Agent shall promptly notify the Borrower and the Lenders fail of the final allocation of such increase and the Increase Effective Date.
(e) As a condition precedent to commit such increase, the Borrower shall deliver to the full requested Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by an Authorized Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, Eligible Assignees and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Default exists.
(f) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Borrower, the Administrative Agent and the Lenders may issue additional Commitments make arrangements reasonably satisfactory to such parties to permit a Lender that is increasing its Commitment (including any new Lender) to temporarily hold risk participations in the outstanding Loans of the other Lenders (rather than fund its Applicable Percentage of all outstanding Loans concurrently with the applicable increase) with a view toward minimizing break funding costs (as contemplated by Section 2.17 below) and become Lenders hereundertransfers of funds in connection with any increase in the Aggregate Commitment. The Agent may allocate, Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence) any Eurodollar Loans must be prepaid or converted (in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth whole or in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assigneespart) on a date agreed upon by day other than the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date last day of an increase, all Interest Period therefor to keep the outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated Loans ratable among Lenders, and settled by the Agent if necessary, Lenders in accordance with Lenders’ adjusted shares their revised Commitments, then such prepayment or conversion shall be subject to the provisions of such CommitmentsSection 2.17.
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time (a) Provided there exists no Default or Event of Default, upon notice to the AgentAdministrative Agent (which shall promptly notify such of the Revolving Lenders as Visa Inc. may specify), as long as Visa Inc. may, from time to time, elect to increase the Total Commitment to an amount (aafter giving effect to all such increases) the requested that does not exceed $5,000,000,000; provided that (i) each increase is shall be in a minimum amount of $25,000,000 and (ii) Visa Inc. may make a maximum of five such elections. At the time of sending such notice, Visa Inc. (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is offered on requested to respond (which shall in no event be less than ten Business Days from the same terms as existing Commitments, except for a closing fee specified by date of delivery of such notice to the Borrowers, applicable Revolving Lenders).
(b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each applicable Revolving Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to Commitment and, if so, the amount of such increase and whether such increase is of its Dollar Revolving Commitment or Multi-Currency Revolving Commitment. Any Revolving Lender not responding within such time period shall be deemed to have declined an increaseto increase its Revolving Commitment.
(c) The Administrative Agent shall notify Visa Inc. and each applicable Revolving Lender of the applicable Revolving Lenders’ responses to each request made hereunder. If Lenders fail to commit To achieve the full amount of a requested increase and subject to the full requested increaseconsent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, Visa Inc. may also invite Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The Agent may allocate, Lenders.
(d) If the Total Commitment is increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Visa Inc. shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify Visa Inc. and the Revolving Lenders (including any new Revolving Lenders) of the final allocation of such increase and such Increase Effective Date. On or before such Increase Effective Date, each Eligible Assignee that becomes a new Revolving Lender shall execute a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent is authorized and directed to amend and distribute to the Revolving Lenders (including any new Revolving Lenders) a revised Schedule 1 that gives effect to each increase in the Total Commitment and the allocation thereof among the Revolving Lenders (including any new Revolving Lenders). 40 Five-Year Revolving Credit Agreement
(e) If on the Increase Effective Date, there is an increase, all outstanding unpaid principal amount of Revolving Loans, Letter the applicable Borrowers shall, on such date or on such date or dates thereafter as the Administrative Agent shall reasonably specify (in consultation with Visa Inc. and having regard to the avoidance of Credit Obligations amounts payable pursuant to Section 3.4, in each case so long as no Event of Default has occurred and other exposures is continuing), borrow Revolving Loans from the Revolving Lenders and/or prepay any Revolving Loans outstanding on each Increase Effective Date for the sole purpose of insuring that the Revolving Loans (including, without limitation, the Types thereof and Interest Periods with respect thereto) shall be reallocated among Lenders, and settled held by the Agent if necessary, in accordance with Lenders’ adjusted shares of such CommitmentsRevolving Lenders pro rata according to their revised applicable shares.
Appears in 1 contract
Increase in Commitments. 2.4.1 The Borrowers may request an increase in the Commitments Company may, at its option at any time and from time to time before the Termination Date, on no more than two occasions at anytime on or before the Termination Date, seek to increase the Commitments by up to an aggregate amount not exceeding Twenty Million Dollars ($20,000,000.00) upon written notice to the Administrative Agent, as long as (a) which notice shall specify the requested increase is in a minimum amount of any such incremental increase (which shall not be less than Ten Million Dollars ($25,000,000 10,000,000.00)), whether such increase shall be to the Revolving Commitment or the Term B Commitment, and shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is offered on continuing.
2.4.2 The Administrative Agent, subject to the same terms as existing Commitmentsconsent of the Company, except for a closing fee specified which shall not be unreasonably withheld, may allocate the incremental increase (which may be declined by the Borrowers, (bany Lender in its sole discretion) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior Revolving Commitment or the Term B Loan Commitment on either a ratable basis to the requested increase, (d) Lenders or on a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Administrative Agent and the Arranger Company which have expressed a desire to accept the increase in connection with Revolving Commitment or the increase in the CommitmentsTerm B Loan Commitment. The Administrative Agent shall promptly will then notify Lenders each existing and potentially new Lender of such revised allocations of the requested Revolving Commitment or the Term B Loan Commitment including the desired increase andtogether with information supplied by the Company 1377643.07 regarding the need for such proposed increase and the fees and interest rates associated therewith.
2.4.3 No increase in the Revolving Commitment or the Term B Loan Commitment shall become effective until each of the existing or each of the new Lenders extending such incremental Revolving Commitment increase or such incremental Term B Loan 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 existing Lender states the amount of its Revolving Commitment increase or the amount of its Term B Loan Commitment increase and any such new Lender states the amount of its Revolving Commitment or the amount of its Term B Loan Commitment and in each case agrees to assume and accept the obligations and rights of a Lender hereunder, within ten (10) Business Days thereafterand the Company accepts such new or increased commitments, as the case may be. Each existing Lender and each new Lender shall notify the Administrative Agent within 15 days of its proposed allocation if and to what extent it accepts such Lender commits to increase its Commitmentallocation; provided that no Lender shall have any obligation to increase its Commitment. Any Lender if it does not responding notify the Administrative Agent within such period 15 day period, such existing Lender or new Lender shall be deemed to have declined rejected such proposed allocation. After giving effect to such increase in the Revolving Commitment or such increase in the Term B Loan Commitment, all Loans and all such other credit exposure shall be held by the Lenders in proportion to their respective Commitments, as revised to accommodate the increase in the Revolving Commitment or the increase in the Term B Loan Commitment. Upon any increase in Revolving Commitment or any increase in the Term B Loan Commitment pursuant to this Section, the Company shall pay Administrative Agent for the ratable benefit of only the Lenders (including any new Lender) whose Revolving Commitment or the Term B Loan Commitment is increased an increase. If upfront fee equal in an amount equal to what is mutually agreed to among the Administrative Agent, the Company, and the Lenders fail to commit whose Revolving Commitments or the Term B Loan Commitments are increased notwithstanding anything contained in this Agreement to the full requested increasecontrary. Notwithstanding anything contained in this Agreement to the contrary, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretiononly the consent of the Company, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the BorrowersLenders participating in such increase are required to consent to such increase and execute any amendments to this Agreement or any other Loan Document necessary to effectuate any such increase.
2.4.4 Upon completion of the transactions described in this Section, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the BorrowersAnnex A to this Agreement shall be deemed to be revised to reflect such transactions, and new the Administrative Agent shall distribute a revised Annex A to the Issuing Lender, each Lender and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such CommitmentsCompany.
Appears in 1 contract
Sources: Credit Agreement (Cpi Corp)
Increase in Commitments. The Borrowers (a) At any time prior to March 31, 2003, and provided no Event of Default then exists, the Company may from time to time, upon 15 Business Days’ notice to the Agent (which shall promptly notify the Banks in writing), request an increase in the Commitments Total Commitment up to an aggregate of $25,000,000 for all such increases (but not less than $5,000,000 for any single increase). No increase in the Total Commitment shall be permitted to occur on or after March 31, 2003. Each Bank shall promptly (but in any event no later than 10 Business Days from time the date such Bank receives notification from the Agent) respond to time upon the Agent by written notice whether or not it agrees to increase its Commitment and, if so, by an amount equal to or less than its Pro Rata Share of such requested increase. If any Bank declines, or is deemed to have declined, to participate in any such increase to the full extent of its Pro Rata Share thereof, the Company may request, through the Agent, as long as (athat one or more other Banks, in their sole and absolute discretion, increase their Commitment(s) by an aggregate amount equal to such shortfall. Each request or notice delivered to the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified Agent by the Borrowers, (b) increases Company and to the Banks by the Agent under this Section do not exceed $150,000,000 in shall specify the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by time period within which the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase andBanks, within ten (10) Business Days thereafterrespectively, each Lender shall notify the Agent if and are to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitmentrespond. Any Lender Bank not responding within such time period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunderincrease its Commitment. The Agent may allocateshall notify the Company and each Bank of the Banks’ responses to each request made hereunder.
(b) If any Commitments are increased in accordance with this Section, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Company shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date of an such increase (the “Increased Commitment Date”). The Agent and the Company shall promptly confirm in writing to the Banks the final allocation of such increase and the Increased Commitment Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Company shall deliver to the Agent a certificate dated as of the Increased Commitment Date (in sufficient copies for each Bank) signed by a Responsible Officer of the Company (i) certifying and attaching the resolutions adopted by the Company approving or consenting to such increase and (ii) certifying that, Letter before and after giving effect to such increase, the representations and warranties contained in Article VI are true and correct on and as of Credit Obligations the Increase Commitment Date and other exposures no Default or Event of Default exists. The Company shall deliver new or amended Notes reflecting the increased Commitment of any Bank holding or requesting a Note. The Agent shall distribute an amended Schedule 1 (which shall be reallocated among Lendersincorporated into this Agreement), to reflect any changes therein. The Company shall prepay any LIBO Rate Loans outstanding on the Effective Date (and settled by pay any funding losses in connection therewith pursuant to Section 4.4) to the Agent if necessary, extent necessary to keep outstanding Loans ratable with any revised Pro Rata Shares arising from a nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section.
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 US$1,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section 1.1(j) do not exceed $150,000,000 US$5,000,000 in the aggregate and no more than four two (42) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 1.3(a) has occurred prior to the requested increase, and (d) the Agent shall have received certified copies requested increase does not cause the Commitments to exceed 95% of any applicable cap under the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsIntercreditor Agreement. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Qualified Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Qualified Assignees. Provided the conditions set forth in Section 8.2 2.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Qualified Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) 45 days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all the aggregate outstanding Revolving Loans, Letter of Credit Obligations Loans and Swing Line Loans and other exposures under the Commitments shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request an increase in the Aggregate Commitments from time to time upon notice to the Agent, as long as by an amount (afor all such requests) the requested not exceeding $125,000,000; provided that each request for an increase is shall be in a minimum amount of $25,000,000 and 25,000,000. At the time of sending any such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is offered on requested to respond (which shall in no event be less than ten Business Days from the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior date of delivery of such notice to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall promptly thereafter notify the Borrower and each Lender of the Lenders’ responses (or non-responses) to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and provide to each Lender and the Borrower a revised Schedule 2.01 reflecting such increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all outstanding Revolving Loansmaterial respects on and as of the Increase Effective Date, Letter except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of Credit Obligations such earlier date, and other exposures except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by (B) no Default exists. In the event that there are any Loans outstanding on the Increase Effective Date, upon notice from the Administrative Agent if necessaryto each Lender, in accordance the amount of Loans owing to each Lender shall be appropriately adjusted to the extent necessary to keep the outstanding Loans ratable with Lenders’ adjusted shares of such Commitments.any revised Pro Rata Shares arising from
Appears in 1 contract
Sources: Credit Agreement (Holly Corp)
Increase in Commitments. The Borrowers may (a) Provided there exists no Default, upon not less than 15 Business Days prior written notice to the Administrative Agent, or, solely with respect to the initial increase in Commitments requested by ▇▇▇▇▇▇▇▇▇ in accordance with this Section (the “Initial Increase”), such prior written notice as is acceptable to the Administrative Agent, ▇▇▇▇▇▇▇▇▇ may, from time to time, request an increase in the Commitments in minimum increments of not less than $10,000,000 and not in excess of $75,000,000 in the aggregate. At the time of sending such notice, ▇▇▇▇▇▇▇▇▇ (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days, or, solely with respect to the Initial Increase, such number of days as is acceptable to the Administrative Agent, from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitmentpro rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify ▇▇▇▇▇▇▇▇▇ and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, ▇▇▇▇▇▇▇▇▇ may also invite additional Eligible Assignees, such Eligible Assignees may issue additional Commitments and to be acceptable to the Administrative Agent, to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(b) If the Commitments are increased in accordance with this Section, the Administrative Agent and ▇▇▇▇▇▇▇▇▇ shall determine the effective date (the “Increase Effective Date”), and the final allocation of such increase. The Administrative Agent may allocate, in its discretionshall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the increased Commitments among committing Lenders andBorrower shall deliver to the Administrative Agent a certificate of the Guarantor and each Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such increase, if necessary, Eligible Assignees. Provided and (ii) in the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and case of the Borrowers, but certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.17, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no later than forty-five (45) days following the Borrowers’ increase requestDefault exists. The Agent, Borrowers shall prepay any Committed Loans outstanding on the Borrowers, Increase Effective Date (and new and existing Lenders shall execute and deliver such documents and agreements as pay any additional amounts required pursuant to Section 3.05) to the Agent deems appropriate extent necessary to evidence keep the outstanding Committed Loans ratable with any revised pro rata shares arising from any nonratable increase in and allocations of the Commitments. On Commitments under this Section.
(c) This Section shall supersede any provisions in Sections 2.14 or 11.01 to the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentscontrary.”
Appears in 1 contract
Sources: Five Year Credit Agreement (Carpenter Technology Corp)
Increase in Commitments. The Borrowers may request an increase in the Commitments At any time and from time to time upon notice prior to the Agentdate two years after the Agreement Date the Borrower shall have the right, as long as (a) subject to the requested terms and conditions of this Section 2.13., to increase is the aggregate amount of the Commitments to an amount not to exceed $650,000,000. Any such increase in a the aggregate amount of the Commitments must be in an aggregate minimum amount of $25,000,000 20,000,000 and is offered on integral multiples of $5,000,000 in excess thereof. If the same terms as existing CommitmentsBorrower elects to exercise such right, except for a closing fee specified it shall give the Agent at least 15 days prior written notice of such exercise and the proposed effective date of such increase. Any such notice given by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments Borrower shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitmentsirrevocable. The Agent shall promptly notify Lenders forward a copy of the requested increase and, within ten (10) Business Days thereafter, any such notice to each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no promptly upon receipt. No Lender shall have be obligated in any obligation way whatsoever to increase its Commitment. Any If a new Lender not responding within becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such period Lender shall be deemed to have declined on the date it becomes a Lender hereunder (or in the case of an increase. If existing Lender, increases its Commitment) (and as a condition thereto) purchase from the other Lenders fail to commit its Pro Rata Share (determined with respect to the full requested increase, Eligible Assignees may issue additional Lenders' relative Commitments and become Lenders hereunderafter giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Agent may allocate, in its discretion, Borrower shall pay to the increased Commitments among committing Lenders andamounts payable, if necessaryany, Eligible Assigneesto such Lenders under Section 4.4. Provided as a result of the conditions set forth in prepayment of any such Revolving Loans; provided, however, that at the Borrower's request, any increase of the Commitments pursuant to this Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) occur on a date or dates agreed upon to by the Agent Borrower and the BorrowersAgent in order to minimize the amounts payable to the Lenders under Section 4.4. No increase of the aggregate amount of the Commitments may be effected under this Section if (x) a Default or Event of Default exists on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this Section, but no later than forty-five (45a) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders any Lender becoming a party to this Agreement shall execute and deliver such documents and agreements as the Agent deems may reasonably request and (b) the Borrower shall make appropriate to evidence arrangements so that each new Lender, and any existing Lender increasing the amount of its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment within 2 Business Days of the effectiveness of the applicable increase in and allocations the aggregate amount of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Sources: Credit Agreement (Pennsylvania Real Estate Investment Trust)
Increase in Commitments. (a) The Borrowers may request an increase in the Commitments from time to time upon Borrower may, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), as long as (a) request that the requested increase is in a minimum amount of $25,000,000 and is offered on total Commitments be increased; provided that the same terms as existing Commitments, except for a closing fee specified total Commitments shall not be increased by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments $500,000,000 during the term of this Agreement pursuant to Section 3.2 has occurred prior to this Section. Such notice shall set forth the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase and, within ten in the total Commitments and the date on which such increase is requested to become effective (10) which shall be not less than 10 Business Days thereafteror more than 60 days after the date of such notice), and shall offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment). If Lenders fail to commit In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the full first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent, and each Issuing Bank and the Swingline Lender (such approvals not to be unreasonably withheld), and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and the Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase). The payments made pursuant to clause (i) above in respect of each Term SOFR Loan shall be subject to Section 2.16.
(c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than two Business Days prior to the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above.
(d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless (i) on the date of such increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in paragraphs (a) and (b) of Section 8.2 are satisfied, total Commitments 4.02 shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent satisfied and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, Administrative Agent shall have received a certificate to that effect dated such date and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations executed by a Financial Officer of the Commitments. On Borrower and (ii) the effective date Administrative Agent shall have received (with sufficient copies for each of an increase, all outstanding Revolving Loans, Letter the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such CommitmentsSection 4.01.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request an increase in the Aggregate Commitments from time to time upon notice to the Agent, as long as by an amount (afor all such requests) the requested not exceeding $150,000,000; provided that (i) each request for an increase is shall be in a minimum amount of $25,000,000 and is offered on the same terms (or such other amount as existing Commitments, except for a closing fee specified agreed to by the Borrowers, Administrative Agent) and (bii) increases under this Section do the Aggregate Commitments as so increased shall not exceed $150,000,000 450,000,000. At the time of sending any such notice, the Borrower (in consultation with the aggregate and Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no more event be less than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior ten Business Days from the date of delivery of such notice to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall promptly thereafter notify the Borrower and each Lender of the Lenders’ responses (or non-responses) to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and provide to each Lender and the Borrower a revised Schedule 2.01 reflecting such increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all outstanding Revolving Loansmaterial respects on and as of the Increase Effective Date, Letter except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of Credit Obligations such earlier date, and other exposures except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by (B) no Default exists. In the event that there are any Loans outstanding on the Increase Effective Date, upon notice from the Administrative Agent if necessaryto each Lender, the amount of Loans owing to each Lender shall be appropriately adjusted to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section and the Borrower shall pay any amounts required pursuant to Section 3.05.
(c) This Section shall supersede any provisions in Sections 2.14 or 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Holly Corp)
Increase in Commitments. The Borrowers may Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request an increase in the Commitments from time to time upon notice to aggregate Commitment (the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 increase requested on any occasion being referred to herein as the “Increase Amount”), to a maximum aggregate Commitment of US$150,000,000; provided that at the time of the Commitment Increase Notice and at the time such request would become effective (i) no Default has occurred and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant continuing or would exist after giving effect to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentCommitment, and (gii) the Borrowers shall pay, on demand, Administrative Borrower will be in pro forma compliance with all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by of the Agent and the Arranger in connection with the covenants of Section 6.9 after giving effect to such increase in the CommitmentsCommitment. The Commitment Increase Notice shall be delivered by the Administrative Agent to the Lenders and shall promptly notify Lenders of specify a time period selected by the Administrative Borrower within which each Lender is requested increase and, within to respond to such Commitment Increase Notice (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentApplicable Percentage of such requested increase. Any such Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Administrative Borrower and each Lender of such other Lender’s responses to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders each request made hereunder. The Agent may allocate, in its discretion, After the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided expiration of the conditions time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 8.2 are satisfied10.4(e). None of the Administrative Agent, total Commitments Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the Increase Amount. Any such increase in the Commitment shall become effective upon written notice by the Administrative Agent (which shall be increased promptly delivered by the requested amount (or such lesser amount committed by Lenders and Eligible AssigneesAdministrative Agent) on a date agreed upon by to the Agent Administrative Borrower and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Revolving Credit Exposure (as set forth in the revised Schedule 2.1) of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an increase, Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all outstanding or any portion of Revolving Loans constituting Eurocurrency Loans or EURIBOR Loans, Letter the Administrative Borrower shall pay to each of Credit Obligations and other exposures shall the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be reallocated among Lenders, and settled required to be paid by the Agent if necessary, in accordance with Lenders’ adjusted shares of Administrative Borrower pursuant to Section 2.15 had such Commitmentspayments been made directly by the Administrative Borrower.
Appears in 1 contract
Increase in Commitments. (a) The Borrowers Borrower may request an increase in the Commitments at any time and from time to time upon prior to the Five-Year Revolving Termination Date or Tranche B Revolving Termination Date, as applicable, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), as long as (a) request that the requested increase is in a minimum amount of $25,000,000 and is offered on total Five-Year Revolving Commitments and/or the same terms as existing CommitmentsTranche B Revolving Commitments be increased by an amount, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are madeaggregate, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to not exceeding $150,000,000. Each such notice shall set forth the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin the Total Five-Year Revolving Commitments or the Total Tranche B Revolving Commitments, within ten as the case may be, and the date (10the "Proposed Effective Date") Business Days thereafteron which such increase is requested to become effective (which shall be not less than 30 days after the date of such notice), and shall offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no (i) Five-Year Revolving Commitment by its Five-Year Revolving Percentage of the proposed increase in the amount of the Total Five-Year Revolving Commitments or (ii) Tranche B Revolving Commitment by its Tranche B Revolving Percentage of the proposed increase in the amount of the Total Tranche B Revolving Commitments. Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not less than 15 days prior to the Proposed Effective Date, either agree to increase its Five-Year Revolving Commitment or Tranche B Revolving Commitment. Any , as the case may be, by all or a portion of the offered amount (each (i) Lender so agreeing to an increase in its Five-Year Revolving Commitment being an "Increasing Five-Year Lender" and (ii) Lender so agreeing to an increase in its Tranche B Revolving Commitment being an "Increasing Tranche B Lender", and the Increasing Five-Year Lenders and the Increasing Tranche B Lenders being collectively referred to as "Increasing Lenders") or decline to increase its Five-Year Revolving Commitment or Tranche B Revolving Commitment, as the case may be (and any Lender that does not responding deliver such a notice within such period shall be deemed to have declined to increase its Five-Year Revolving Commitment or Tranche B Revolving Commitment, as the case may be) (each Lender so declining or deemed to have declined an increaseincrease in its Five-Year Revolving Commitment being a "Non-Increasing Five-Year Lender" and each Lender so declining or deemed to have declined an increase in its Tranche B Revolving Commitment being a "Non-Increasing Tranche B Lender", as the case may be, and the Non-Increasing Five-Year Lenders and Non-Increasing Tranche B Lenders being collectively referred to herein as "Non-Increasing Lenders"). If Lenders fail to commit In the event that, on the 15th day prior to the full Proposed Effective Date, the Lenders shall have agreed pursuant to the preceding sentence to increase their Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, by an aggregate amount less than either the increase in the Total Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, requested by the Borrower, the Borrower may arrange for one or more banks, financial institutions or other entities (any such banks, financial institutions or other entities referred to in this paragraph being called (i) in the case of an increase in the Five-Year Revolving Commitments, an "Augmenting Five-Year Lender" and (ii) in the case of an increase in the Tranche B Revolving Commitments, an "Augmenting Tranche B Lender", and the Augmenting Five-Year Lenders and Augmenting Tranche B Lenders, collectively referred to herein as the "Augmenting Lenders"), which may include any Lender, to extend Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, or increase their existing Five-Year Revolving Commitments or Tranche B Revolving Commitments, as the case may be, in an aggregate amount equal to the unsubscribed amount for such type of Commitment, provided that (i) each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld) and (ii) the Borrower and each applicable Increasing Lender or Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Five-Year Revolving Commitment or Tranche B Revolving Commitment, as the case may be, and its status as a Lender. Increases and new Commitments created pursuant to this clause shall become effective on the Proposed Effective Date (or such later date as shall be agreed by the Borrower, the Administrative Agent and the relevant Lender) and the Administrative Agent shall notify each affected Lender thereof (each such notice, an "Increase Notice"). Notwithstanding the foregoing, no increase in the Total Five-Year Revolving Commitments or the Total Tranche B Revolving Commitments, as the case may be (or in the Five-Year Revolving Commitment or Tranche B Revolving Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in paragraphs (a) and (b) of Section 8.2 are satisfied, total Commitments 5.2 shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent satisfied and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, Administrative Agent shall have received a certificate to that effect dated such date and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations executed by a Responsible Officer of the Commitments. Borrower and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Closing Date under paragraphs (d) and (e) of Section 5.1 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase.
(b) On the effective date (a "Five-Year Increase Effective Date") of any increase in the Total Five-Year Revolving Commitments pursuant to paragraph (a) above (each a "Five-Year Revolving Commitment Increase"), (i) the aggregate principal amount of the Five-Year Revolving Loans outstanding (the "Initial Five-Year Loans") immediately prior to giving effect to such Five-Year Revolving Commitment Increase on the related Five-Year Increase Effective Date shall be deemed to be paid, (ii) each Increasing Five-Year Lender and each Augmenting Five-Year Lender that shall have been a Lender prior to such Five-Year Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an increaseamount equal to the difference between (A) the product of (I) such Lender's Five-Year Revolving Percentage (calculated after giving effect to such Five-Year Revolving Commitment Increase but prior to the making of the related Subsequent Five-Year Loans) multiplied by (II) the amount of the related Subsequent Five-Year Loans and (B) the product of (I) such Lender's Five-Year Revolving Percentage (calculated without giving effect to such Five-Year Revolving Commitment Increase, all outstanding Revolving the deemed payment of the Initial Five-Year Loans and the making of the related Subsequent Five-Year Loans) multiplied by (II) the amount of such Initial Five-Year Loans, Letter (iii) each Augmenting Five-Year Lender that shall not have been a Lender prior to such Five-Year Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of Credit Obligations (a) such Augmenting Five-Year Lender's Five-Year Revolving Percentage (calculated after giving effect to such Five-Year Revolving Commitment Increase and other exposures the deemed payment of the Initial Five-Year Loans but prior to the making of the related Subsequent Five-Year Loans) multiplied by (b) the amount of such Subsequent Five-Year Loans, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Five-Year Lender the portion of such funds that is equal to the difference between (A) the product of (I) such Non-Increasing Five-Year Lender "s Five-Year Revolving Percentage (calculated without giving effect to such Five-Year Revolving Commitment Increase, the deemed payment of the Initial Five-Year Loans and the making of the related Subsequent Five-Year Loans) multiplied by (II) the amount of such Initial Five-Year Loans, and (B) the product of (I) such Non-Increasing Five-Year Lender's Five-Year Revolving Percentage (calculated after giving effect to such Five-Year Revolving Commitment Increase and the deemed payment of the Initial Five-Year Loans but prior to the making of the related Subsequent Five-Year Loans) multiplied by (II) the amount of the related Subsequent Five-Year Loans, (v) after the effectiveness of such Five-Year Revolving Commitment Increase, the Lenders shall be reallocated among Lenders, deemed to have made new Five-Year Loans (the "Subsequent Five-Year Loans") pursuant to Section 2.1 in an aggregate principal amount equal to the aggregate principal amount of such Initial Five-Year Loans and settled by of the Type and for the Interest Periods specified in a borrowing request delivered to the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares Section 2.4, (vi) each Non-Increasing Five-Year Lender, each Increasing Five-Year Lender and each Augmenting Five-Year Lender shall be deemed to hold its Five-Year Revolving Percentage of each related Subsequent Five-Year Loans (calculated after giving effect to such Five-Year Revolving Commitment Increase and the deemed payment of the Initial Five-Year Loans, but prior to the making of the related Subsequent Five-Year Loans) and (vii) the Borrower shall pay each Increasing Five-Year Lender and each Non-Increasing Five-Year Lender any and all accrued but unpaid interest on such Initial Five-Year Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.11 if the relevant Five-Year Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
(c) On the effective date (a "Tranche B Increase Effective Date") of any increase in the Total Tranche B Revolving Commitments pursuant to paragraph (a) above (each a "Tranche B Revolving Commitment Increase"), (i) the aggregate principal amount of the Tranche B Revolving Loans outstanding (the "Initial Tranche B Loans") immediately prior to giving effect to such Tranche B Revolving Commitment Increase on the related Tranche B Increase Effective Date shall be deemed to be paid, (ii) each Increasing Tranche B Lender and each Augmenting Tranche B Lender that shall have been a Lender prior to such Tranche B Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (I) such Lender's Tranche B Revolving Percentage (calculated after giving effect to such Tranche B Revolving Commitment Increase but prior to the making of the related Subsequent Tranche B Loans) multiplied by (II) the amount of the related Subsequent Tranche B Loans and (B) the product of (I) such Lender's Tranche B Revolving Percentage (calculated without giving effect to such Tranche B Revolving Commitment Increase, the deemed payment of the Initial Tranche B Loans and the making of the related Subsequent Tranche B Loans) multiplied by (II) the amount of such CommitmentsInitial Tranche B Loans, (iii) each Augmenting Tranche B Lender that shall not have been a Lender prior to such Tranche B Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (a) such Augmenting Tranche B Lender's Tranche B Revolving Percentage (calculated after giving effect to such Tranche B Revolving Commitment Increase and the deemed payment of the Initial Tranche B Loans but prior to the making of the related Subsequent Tranche B Loans) multiplied by (b) the amount of such Subsequent Tranche B Loans, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Tranche B Lender the portion of such funds that is equal to the difference between (A) the product of (I) such Non-Increasing Tranche B Lender's Tranche B Revolving Percentage (calculated without giving effect to such Tranche B Revolving Commitment Increase, the deemed payment of the Initial Tranche B Loans and the making of the related Subsequent Tranche B Loans) multiplied by (II) the amount of such Initial Tranche B Loans, and (B) the product of (I) such Non-Increasing Tranche B Lender's Tranche B Revolving Percentage (calculated after giving effect to such Tranche B Revolving Commitment Increase and the deemed payment of the Initial Tranche B Loans but prior to the making of the related Subsequent Tranche B Loans) multiplied by (II) the amount of the related Subsequent Tranche B Loans, (v) after the effectiveness of such Tranche B Revolving Commitment Increase, the Lenders shall be deemed to have made new Tranche B Loans (the "Subsequent Tranche B Loans") pursuant to Section 2.3 in an aggregate principal amount equal to the aggregate principal amount of such Initial Tranche B Loans and of the Type and for the Interest Periods specified in a borrowing request delivered to the Administrative Agent in accordance with Section 2.4, (vi) each Non-Increasing Tranche B Lender, each Increasing Tranche B Lender and each Augmenting Tranche B Lender shall be deemed to hold its Tranche B Revolving Percentage of each related Subsequent Tranche B Loans (calculated after giving effect to such Tranche B Revolving Commitment Increase and the deemed payment of the Initial Tranche B Loans, but prior to the making of the related Subsequent Tranche B Loans) and (vii) the Borrower shall pay each Increasing Tranche B Lender and each Non-Increasing Tranche B Lender any and all accrued but unpaid interest on such Initial Tranche B Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.11 if the relevant Tranche B Increase Effective Date occurs other than on the last day of the Interest Period relating thereto."
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Northwest Airlines Corp)
Increase in Commitments. (a) The Borrowers Company may request an increase in the Commitments from time to time upon on a single occasion, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), as long as request that the total US Tranche Commitments or European Tranche Commitments be increased by an amount not less than $25,000,000 (a) with simultaneous increases in the requested increase is in US Tranche Commitments and the European Tranche Commitments being deemed to be a minimum single increase); provided that the aggregate amount of $25,000,000 the increases in the US Tranche Commitments and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do European Tranche Commitments shall not exceed $150,000,000 in 100,000,000. Such notice shall set forth the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin the total US Tranche Commitments or European Tranche Commitments, within ten as the case may be, and the date on which such increase is requested to become effective (10) Business Days thereafterwhich shall be not less than 30 days or more than 60 days after the date of such notice), and shall offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment by its US Tranche Percentage or European Tranche Percentage, as the case may be, of the proposed increased amount. Each applicable Lender shall have any obligation shall, by notice to the Company and the Administrative Agent given not more than 10 Business Days after the date of the Company's notice, either agree to increase its Commitment. Any applicable Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its applicable Commitment (and any Lender that does not responding deliver such a notice within such period of 10 Business Days shall be deemed to have declined an increaseto increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-Increasing Lender"). If Lenders fail to commit In the event that, on the 10th Business Day after the Company shall have delivered a notice pursuant to the full first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested increaseby the Company, Eligible Assignees the Company may issue additional arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender"), which may include any Lender, to extend US Tranche Commitments and become Lenders hereunder. The Agent or European Tranche Commitments, as the case may allocatebe, or increase their existing US Tranche Commitments or European Tranche Commitments, as the case may be, in its discretion, an aggregate amount equal to the increased Commitments among committing Lenders andunsubscribed amount; provided that each Augmenting Lender, if necessarynot already a Lender hereunder, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by subject to the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by approval of the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, Issuing Bank and new the Swingline Lender (which approval shall not be unreasonably withheld) and existing Lenders the Borrowers and each Augmenting Lender shall execute and deliver all such documents and agreements documentation as the Administrative Agent deems appropriate shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder. Any increase in and allocations of the total US Tranche Commitments or European Tranche Commitments. On , as the effective date of case may be, may be made in an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled amount which is less than the increase requested by the Agent Company if necessarythe Company is unable to arrange for, in accordance with or chooses not to arrange for, Augmenting Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Increase in Commitments. The Borrowers may (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, from time to time, request an increase in the Aggregate Commitments by a minimum principal amount (for all such requests) of $10,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $75,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by acceptable to the Agent and the Borrowers, but no later than forty-five Borrower to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(45b) days following If the Borrowers’ increase request. The AgentAggregate Commitments are increased in accordance with this Section, the Borrowers, Administrative Agent and new and existing Lenders the Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the "Increase Effective Date") and the final allocation of an ----------------------- such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, Letter and (ii) in the case of Credit Obligations the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other exposures Loan --------- Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the ------------ representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements ------------ furnished pursuant to subsections (a) and (b), respectively, of Section ------- 6.01, and settled by (B) no Default exists. The Borrower shall prepay any Committed ---- Loans outstanding on the Agent if necessary, Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep ------------ the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section.
(c) This Section shall supersede any provisions in Sections 2.13 ------------- or 10.01 to the contrary. -----
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon not less than fifteen (15) Business Days’ notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 5,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) total increases under this Section do not exceed $150,000,000 in the aggregate 10,000,000 and no more than four two (42) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, increase does not cause the Commitments to exceed 90% of any applicable cap under the Term Loan Intercreditor Agreement or any Subordinated Debt agreement and (d) any applicable cap under the Agent shall have received certified copies Term Loan Intercreditor Agreement or any Subordinated Debt agreement is increased by an amount equal to the sum of the resolutions amount of Westlake approving such the requested increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as plus the existing Commitments, (f) “cushion” applicable to such cap under the Borrowers shall deliver Term Loan Intercreditor Agreement or any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsSubordinated Debt agreement. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) 10 Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders ▇▇▇▇▇▇▇ fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders ▇▇▇▇▇▇▇ and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Borrower Agent, provided the conditions set forth in Section 6.2 are satisfied at such time. Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by the Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Sources: Loan and Security Agreement (FreightCar America, Inc.)
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon (a)The Company may, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders of the applicable Class), as long as (a) request that the requested increase is in a minimum amount of $25,000,000 and is offered on Tranche A Commitments or the same terms as existing Commitments, except for a closing fee specified Tranche B Commitments be increased; provided that the total Commitments shall not be increased by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments US$500,000,000 during the term of this Agreement pursuant to Section 3.2 has occurred prior to this Section. Such notice shall set forth the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin the total Commitments, within ten the Class to be so increased and the date on which such increase is requested to become effective (10) which shall be not less than 10 Business Days thereafteror more than 60 days after the date of such notice), and shall offer each Lender shall notify of such Class the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment of such Class by its Applicable Percentage of the proposed increased amount. Each Lender shall have any obligation of the applicable Class shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date of the Company’s notice, either agree to increase its Commitment. Any Commitment of the applicable Class by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment of the applicable Class (and any Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment of such Class). If Lenders fail to commit In the event that, on the 10th day after the Company shall have delivered a notice pursuant to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretionfirst sentence of this paragraph, the increased Lenders of the applicable Class shall have agreed pursuant to the preceding sentence to increase their Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased of such Class by the requested an aggregate amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later less than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations the total Commitments of such Class requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments of such Class or increase their existing Commitments of such Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender of either Class hereunder, shall be subject to the approval of the Commitments. On the effective date of an increaseAdministrative Agent, all outstanding Revolving Loans, Letter of Credit Obligations each Issuing Bank and other exposures shall each Swingline Lender (such approvals not to be reallocated among Lendersunreasonably withheld), and settled the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment of such Class and/or its status as a Lender of such Class hereunder. Any increase in the total Commitments of either Class may be made in an amount which is less than the increase requested by the Agent Company if necessarythe Company is unable to arrange for, in accordance with or chooses not to arrange for, Augmenting Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Sources: Credit Agreement (Yum Brands Inc)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis request an increase in the Aggregate Commitments from time to time upon notice to the Agent, as long as (a) the requested an amount not exceeding $2,000,000,000; provided that any such request for an increase is shall be in a minimum amount of $25,000,000 and 5,000,000 or a whole multiple of $1,000,000 in excess thereof. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is offered on requested to respond (which shall in no event be less than ten Business Days from the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior date of delivery of such notice to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent may allocateshall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall have provided to the Administrative Agent the following, in its discretionform and substance satisfactory to the Administrative Agent:
(i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitments as increased Commitments among committing Lenders andpursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect, if necessaryhas been duly authorized by all necessary corporate action, Eligible Assignees. Provided together with an opinion of counsel to the conditions Borrower (which may be internal counsel) to such effect,
(ii) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 8.2 are satisfied2.15, total Commitments the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be increased by deemed to refer to the requested amount most recent statements furnished pursuant to subsections (or such lesser amount committed by Lenders a) and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers(b), but no later than forty-five (45) days following the Borrowers’ increase request. The Agentrespectively, the Borrowersof Section 6.01, and new (B) no Default exists, and
(iii) an opinion of counsel to the Borrower (which may be internal counsel) in form and existing Lenders substance reasonably satisfactory to the Administrative Agent stating that all Authorizations of federal regulators and of state regulators in Pennsylvania and West Virginia (and in any other state, if any, where the Borrower or any of its Subsidiaries is subject to the PUC regulation) required in order to permit the Borrower to incur indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required.
(c) The Borrower shall execute prepay any Committed Loans outstanding on the Increase Effective Date (and deliver such documents and agreements as pay any additional amounts required pursuant to Section 3.05) to the Agent deems appropriate extent necessary to evidence keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in and allocations of the Commitments. On Commitments under this Section.
(d) This Section shall supersede any provisions in Sections 2.12 or 10.01 to the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentscontrary.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may from time to time, subsequent to the Amendment No. 4 Effective Date, request an increase in the Aggregate Commitments from time to time upon notice to the Agent, by an aggregate amount not exceeding $400 million either by having a Lender increase its Commitment then in effect or by adding as long as a Lender with a new Commitment hereunder a Person which is not then a Lender; provided that (ai) the requested any such request for an increase is shall be in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments10 million, except in the case of the final request, which may be for a closing fee specified by the Borrowersentire remaining amount, (bii) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies ▇▇▇▇▇▇▇- Toledo International may make a maximum of the resolutions of Westlake approving five such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agentrequests, and (giii) such increase may take the Borrowers shall payform of incremental term loans instead of increasing revolving credit availability hereunder. At the time of sending any such notice in the case of any request for increases in the Commitment of any existing Lender, on demand, all fees and reasonable costs and expenses ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection consultation with the increase Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within no event be less than ten (10) Business Days thereafter, each from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment or extend incremental term loans and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders increase its Commitment or extend incremental term loans hereunder. The Administrative Agent shall notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and each Lender of the Lenders’ responses to each request made hereunder. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may allocate, also invite additional Eligible Assignees satisfactory to the Administrative Agent (acting reasonably) to become Lenders pursuant to a joinder agreement in its discretionform and substance reasonably satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five their respective counsel. Any new Lender becoming a party hereto pursuant to this Section 2.15 shall (451) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence may reasonably request and (2) in the increase in and allocations case of any Lender that is organized under the laws of a jurisdiction outside of the Commitments. On United States of America, provide to the effective date of an increaseAdministrative Agent, all outstanding Revolving Loansits name, Letter of Credit Obligations and address, tax identification number and/or such other exposures information as shall be reallocated among Lendersnecessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, and settled including without limitation, the Patriot Act and, to the extent reasonably requested by the Agent if necessaryAdministrative Agent, in accordance with Lenders’ adjusted shares of such Commitmentsthe Beneficial Ownership Regulation.
Appears in 1 contract
Sources: Credit Agreement (Mettler Toledo International Inc/)
Increase in Commitments. (a) The Borrowers may request an increase in Company may, by written notice to the Commitments General Administrative Agent from time to time upon (which notice the General Administrative Agent shall promptly forward to the AgentLenders), as long as (a) request that the Commitment of any Class be increased by an amount not to exceed the Incremental Facility Amount at such time. Such notice shall set forth the amount of the requested increase is (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior 10,000,000 or equal to the requested increaseremaining Incremental Facility Amount), (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions Class or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders Classes of the requested increase and, within ten and the date on which such increase is requested to become effective (10) which shall be not less than 10 Business Days thereafternor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Maturity Date), and shall offer each Lender shall notify (other than a Defaulting Lender) of the Agent if and to what extent such Lender commits affected Class the opportunity to increase its Commitment; provided that no Commitment by its Applicable Percentage of such Class of the proposed increased amount. Each Lender shall have any obligation (other than a Defaulting Lender) of the affected Class shall, by notice to the Company and the General Administrative Agent given not more than 10 days after the date of the General Administrative Agent’s notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If In the event that, on the 10th day after the General Administrative Agent’s notice, the Lenders fail to commit shall have agreed pursuant to the full preceding sentence to increase their Commitments by an aggregate amount less than the increase requested increaseby the Company, Eligible Assignees the Company may issue additional arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender (other than a Defaulting Lender), to extend Commitments or increase their existing Commitments of the affected Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agents (which approval shall not be unreasonably withheld), and become Lenders the Borrowers and each Augmenting Lender shall execute all such documentation as the General Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. The Agent Any increase in the Commitments of any Class may allocate, be made in its discretion, an amount which is less than the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased increase requested by the requested amount (Company if the Company is unable to arrange for, or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowerschooses not to arrange for, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Augmenting Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Provided that no Default or Event of Default shall then exist, upon notice to, and with the consent of, the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time increase the Aggregate Commitment Amount by (i) requesting that one or more Lenders increase its or their respective Commitments or (ii) inviting one or more additional financial institutions to become Lenders party to the Agreement and to provide additional Commitments hereunder, provided that, in either case, the Borrower shall not exercise its rights under this Section 2.04 on more than three separate occasions and the minimum amount by which the Aggregate Commitment Amount shall be increased shall not be less than $75,000,000 (unless the excess of the Maximum Commitment Amount over the Aggregate Commitment Amount in effect immediately prior to any such increase in Commitments is less than $75,000,000, in which case the Borrower may request an increase in the Commitments from time amount of such excess), and further provided that the Aggregate Commitment Amount after giving effect to time upon notice any such increase shall not exceed the Maximum Commitment Amount. For the avoidance of doubt, it is agreed that the Administrative Agent may withhold its consent to the Agent, Borrower’s exercise of the foregoing right as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered to any particular existing Lender or additional Lender based on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin such existing Lender’s or additional Lender’s Commitment or the Administrative Agent’s assessment of the credit worthiness of such existing Lender or additional Lender.
(a) If the Borrower has requested that all of the Lenders increase their respective Commitments pro rata, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond to such request (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within the specified time period whether or not such Lender commits agrees to increase its Commitment; provided that no Lender shall have any obligation to respective Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase its Commitmentin the Aggregate Commitment Amount (based on the Aggregate Commitment Amount then in effect). Any Lender not responding within such specified time period shall be deemed to have declined an increaseto increase its respective Commitment. If Lenders fail to commit Anything herein contained to the full requested increasecontrary notwithstanding, Eligible Assignees may issue no Lender shall have any obligation whatsoever to increase its respective Commitment hereunder and the Borrower shall have no obligation to request a pro rata increase in the Commitments of all Lenders or to offer to increase the Commitment of any particular Lender. The consent of the Lenders shall not be required in order for any Lender to increase its Commitment or for one or more additional financial institutions to become Lenders party to the Agreement and to provide additional Commitments and become Lenders hereunder. The Agent may allocate, pursuant to this Section 2.04.
(b) If the Aggregate Commitment Amount is increased in its discretionaccordance with this Section 2.04, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five Borrower shall determine the effective date of such increase (45) days following the Borrowers’ increase request“Additional/Increased Commitment Effective Date”). The AgentAdministrative Agent and the Borrower shall promptly notify the Lenders of the final allocation of such increase and the Additional/Increased Commitment Effective Date. Each existing Lender that increases its Commitment and each additional Lender, the Borrowersif any, and new and existing Lenders the Borrower shall execute and deliver such documents and agreements as to the Administrative Agent deems appropriate (which the Administrative Agent shall also execute to evidence acknowledge its acceptance thereof) a certificate substantially in the form of Exhibit B hereto (an “Additional/Increased Commitment Certificate”). Upon receipt by the Administrative Agent of Additional/Increased Commitment Certificates from existing Lenders or additional Lenders, if any, in an amount sufficient to effectuate the increase requested by the Borrower: (1) the Aggregate Commitment Amount shall be increased, (2) the Administrative Agent shall amend and distribute to the Borrower and the Lenders a revised Schedule 2.01 adding or amending, as applicable, the Commitment(s) of any Lender executing the Additional/Increased Commitment Certificate and the increased Aggregate Commitment Amount (which shall be deemed incorporated into, and made a part of, this Agreement), (3) each additional Lender shall be deemed to be a party in and allocations all respects as of the Commitments. On Additional/Increased Commitment Effective Date to this Agreement and the effective date other Loan Documents to which the Lenders are party and (4) upon the Additional/Increased Commitment Effective Date, any increasing or additional Lender party to the Additional/Increased Commitment Certificate shall purchase from each of an the (other) Lenders party to the Agreement immediately prior to the Additional/Increased Commitment Effective Date a pro rata portion of all outstanding Loans (and participation interests in Letters of Credit) of each such (other) Lender such that each Lender (including any additional Lender, if any) shall hold its ratable share of all outstanding Loans (and participation interests in Letters of Credit) after giving effect to its increased or additional Commitment and the resulting increase in the Aggregate Commitment Amount, provided that the Borrower shall pay any amounts due under Section 2.16 to the extent that any such purchase gives rise to the costs indemnified thereby, and any other amounts due under Section 9.03.
(c) As a condition precedent to such increase, all outstanding Revolving Loans, Letter the Borrower shall deliver to the Administrative Agent a certificate dated as of Credit Obligations the Additional/Increased Commitment Effective Date (in sufficient copies for each Lender) signed by an officer of the Borrower (i) certifying and other exposures shall be reallocated among Lenders, and settled attaching the resolutions adopted by the Agent Borrower approving or consenting to such increase, (ii) including a certificate of the type described in Section 5.01(c) demonstrating pro forma compliance with Section 6.09 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article III are true and correct on and as of the Additional/Increased Commitment Effective Date and no Default or Event of Default exists. The Borrower shall execute and deliver replacement notes if necessary, requested in accordance with Lenders’ adjusted shares Section 2.10(e) reflecting such Lender’s Commitment, which notes shall be dated as of such Commitmentsthe date of this Agreement.
(d) This Section shall supersede any provision in Section 9.02 to the contrary.
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Increase in Commitments. The Borrowers may Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request an increase in the Commitments from time to time upon notice to aggregate Commitment (the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered increase requested on any occasion being referred to herein as the same terms as existing Commitments“Increase Amount”), except in an aggregate amount of up to US$150,000,000 for all such increases, to a closing fee specified by the Borrowers, maximum aggregate Commitment of US$600,000,000 (b) increases under this Section do not exceed $150,000,000 in less the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments amount of any Commitment reductions pursuant to Section 3.2 2.8); provided that at the time of the Commitment Increase Notice and at the time such request would become effective (i) no Default has occurred prior and is continuing or would exist after giving effect to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentCommitment, and (gii) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by Administrative Borrower will be in pro forma compliance with the Agent and the Arranger covenant in Section 6.7 after giving effect to any funding in connection with the such increase in the CommitmentsCommitment. The Commitment Increase Notice shall be delivered by the Administrative Agent to the Lenders and shall promptly notify Lenders of specify a time period selected by the Administrative Borrower within which each Lender is requested increase and, within to respond to such Commitment Increase Notice (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase its CommitmentCommitment and, if so, the amount of such increase. Any such Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Administrative Borrower and each Lender of such other Lender’s responses to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders each request made hereunder. The Agent may allocate, in its discretion, After the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided expiration of the conditions time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld or delayed) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) and such Persons may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 8.2 are satisfied10.4(e). None of the Administrative Agent, total Commitments Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the Increase Amount. No consent of any Lender (other than any Lender providing a portion of the Increase Amount) shall be increased required to give effect to the Increase Amount. Any such increase in the Commitment shall become effective upon written notice by the requested amount Administrative Agent (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon which shall be promptly delivered by the Agent Administrative Agent) to the Administrative Borrower and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an increase, Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all outstanding or any portion of Revolving Loans constituting Eurocurrency Loans, Letter CDOR Rate Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of Credit Obligations and other exposures shall the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be reallocated among Lenders, and settled required to be paid by the Agent if necessary, in accordance with Lenders’ adjusted shares of Administrative Borrower pursuant to Section 2.15 had such Commitmentspayments been made directly by the Administrative Borrower.
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Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments; provided that such increase(s) in the Aggregate Commitments hereunder, when combined with any increase(s) in the Aggregate Commitments (as such term is defined in the Three-Year Facility) requested by the Borrower pursuant to Section 2.14 of the Three-Year Facility, total no more than $100,000,000 in the aggregate. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than five Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The Agent may allocate, pursuant to a joinder agreement substantially in its discretionthe form of Exhibit F (a "Joinder").
(b) If the Aggregate Commitments are increased in accordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations determine within a reasonable period of the Commitments. On time the effective date (the "Increase Effective Date") and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all outstanding Revolving Loansmaterial respects on and as of the Increase Effective Date, Letter except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of Credit Obligations such earlier date, and other exposures except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.(B)
Appears in 1 contract
Sources: 364 Day Credit Agreement (Hillenbrand Industries Inc)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments by an amount for all such requests not exceeding $50,000,000 in the aggregate; provided that any such request must be in an amount of not less than $10,000,000 and in a whole multiple of $5,000,000 in excess thereof. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the "Increase Effective Date") and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, Letter and (ii), certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of Credit Obligations the Increase Effective Date, except to the extent that such representations and other exposures warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Agent if necessary, Increase Effective 39 Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section.
(c) This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (i) Twice per calendar year the Borrower may, by written notice to the Administrative Agent, request that the Total Revolving Commitment be increased by an amount not to exceed $50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Borrowers may Administrative Agent shall deliver a copy of such request an to each Lender. The Borrower shall set forth in such request the amount of the requested increase in the Commitments from time to time upon notice to the Agent, as long as Total Revolving Commitment (a) the requested increase is which shall be in minimum increments of $10,000,000 and a minimum amount of $25,000,000 10,000,000) and the date on which such increase is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, requested to become effective (b) increases under this Section do which shall be not exceed $150,000,000 in the aggregate and no less than 10 Business Days nor more than four (4) increases are made60 days after the date of such notice and that, (c) no reduction in Commitments pursuant to Section 3.2 has occurred any event, must be at least 360 days prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentMaturity Date), and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Revolving Commitment by its Revolving Facility Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent's notice, either agree to increase its Commitment. Any Revolving Commitment by all or a portion of the offered amount (each such Lender so agreeing being an "Increasing Lender") or decline to increase its Revolving Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Revolving Commitment and each Lender so declining or being deemed to have declined being a "Non-Increasing Lender"). If If, on the 10th day after the Administrative Agent shall have delivered notice as set forth above, the Increasing Lenders fail to commit shall have agreed pursuant to the full requested increase, Eligible Assignees may issue additional preceding sentence to increase their Revolving Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested an aggregate amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later less than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in the Total Revolving Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities that are Eligible Assignees (each such Person so agreeing being an "Augmenting Lender"), and allocations the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and/or its status as a Lender with a Revolving Commitment hereunder. Any increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or choose not to arrange for, Augmenting Lenders.
(ii) Each of the Commitments. On parties hereto agrees that the effective date of an increaseAdministrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.1(b), all the outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled Loans (if any) are held by the Agent if necessary, Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders’ adjusted shares ; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.1(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such CommitmentsBorrowings other than in accordance with their new Revolving Facility Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty.
Appears in 1 contract
Increase in Commitments. The Borrowers 4. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may from time to time, subsequent to the Amendment No. 1 Effective Date, request an increase in the Aggregate Commitments from time to time upon notice to the Agent, by an aggregate amount not exceeding $300 million either by having a Lender increase its Commitment then in effect or by adding as long as a Lender with a new Commitment hereunder a Person which is not then a Lender; provided that (ai) the requested any such request for an increase is shall be in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments10 million, except in the case of the final request, which may be for a closing fee specified by the Borrowersentire remaining amount, (bii) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may make a maximum of the resolutions of Westlake approving five such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agentrequests, and (giii) such increase may take the Borrowers shall payform of incremental term loans instead of increasing revolving credit availability hereunder. At the time of sending any such notice in the case of any request for increases in the Commitment of any existing Lender, on demand, all fees and reasonable costs and expenses ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection consultation with the increase Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within no event be less than ten (10) Business Days thereafter, each from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment or extend incremental term loans and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders increase its Commitment or extend incremental term loans hereunder. The Administrative Agent shall notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and each Lender of the Lenders’ responses to each request made hereunder. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may allocate, also invite additional Eligible Assignees satisfactory to the Administrative Agent (acting reasonably) to become Lenders pursuant to a joinder agreement in its discretionform and substance reasonably satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and their respective counsel.
(a) If the Borrowers, but no later than forty-five Aggregate Commitments are increased in accordance with this Section 2.15 (45) days following the Borrowers’ increase request. The Agentincluding by way of extending incremental term loans), the Borrowers, Administrative Agent and new and existing Lenders ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of an such increase. The Administrative Agent shall promptly notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (for further distribution to each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Applicable Borrowers shall prepay (or be deemed to have prepaid, pursuant to a reallocation of the Loans) any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments or nonratable incremental term loan issuances under this Section 2.15; provided that in the case of any Revolving Loans denominated in an Alternative Currency, no such prepayment may be made other than on the last day of the applicable Interest Period for such Loans, unless the Lenders consent thereto. Any incremental term loans extended pursuant to this Section 2.15 shall rank pari passu with all outstanding Revolving Loans. The making of incremental term loans under this Section 2.15 may be on a non-ratable basis. A Lender may increase its Commitment hereunder on a non-ratable basis.
(b) This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. The parties hereto agree that this Agreement may need to be amended or modified to give effect to any incremental term loan issuance under this Section 2.15 (including, Letter without limitation, modifying the definitions of Credit Obligations Commitments, Pro Rata Share, and Required Lenders, in each case, solely to the extent necessary to include such incremental term loans and any new Lenders in connection therewith in such definitions on a pro rata basis), and that the Administrative Agent and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may, without the consent of any other exposures party hereto, enter into such amendments or modifications as they deem necessary or appropriate. Such amendments or modification shall be reallocated among Lenders, and settled by effective against all of the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentsparties hereto.
Appears in 1 contract
Sources: Credit Agreement (Mettler Toledo International Inc/)
Increase in Commitments. (a) The Borrowers Borrower may request an increase in the Commitments at any time and from time to time upon time, by written notice to the Agent, as long as Administrative Agent (a) the requested increase is in which shall promptly deliver a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant copy to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies each of the resolutions Lenders) given not earlier than the 60th day following the Effective Date and not later than the third anniversary of Westlake approving such increase in the CommitmentsEffective Date, (e) request that the total Commitments be increased Commitments by an amount not greater than $500,000,000. Such notice shall be on set forth the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 45 days or more than 60 days after the date of such notice), within ten (10) Business Days thereafter, and shall offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment by its Participation Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 20 days after the date of the Borrower’s notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each Lender so agreeing being called an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not responding deliver such a notice within such period of 20 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being called a “Non-Increasing Lender”). No Lender shall have any obligation hereunder to become an increaseIncreasing Lender and any election to do so shall be in the sole discretion of each Lender. If Lenders fail to commit In the event that, on the 20th day after the Borrower shall have delivered a notice pursuant to the full first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more Lenders or other financial institutions (any such Lender or other financial institution referred to in this paragraph (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this paragraph (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph.
(b) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under paragraph (a) above unless, (i) on the date of such increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in paragraphs (b) and (c) of Section 8.2 are satisfied, total Commitments 4.02 shall be increased satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the requested amount (President, a Vice-President or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Financial Officer of the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the BorrowersBorrower, and new (ii) the Administrative Agent shall have received documents consistent with those delivered under clauses (b) and existing Lenders shall execute (c) of Section 4.01 as to the corporate power and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations authority of the Commitments. Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase.
(c) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to paragraph (a) above (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an increase, all outstanding Revolving amount equal to the difference between (A) the product of (1) such Lender’s Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Participation Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, Letter (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of Credit Obligations (1) such Augmenting Lender’s Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and other exposures (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Participation Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be reallocated among Lenders, deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and settled by of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Participation Percentage of such Commitmentseach Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (Belo Corp)
Increase in Commitments. The Borrowers (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one-time basis prior to June 30, 2004, request an increase in the Aggregate Commitments up to an aggregate of $40,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section 2(o), the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date of an such increase (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, Letter and (ii) in the case of Credit Obligations the Borrower, including a Compliance Certificate demonstrating pro forma compliance with Section 7.13 after giving effect to such increase, and other exposures (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V are true and correct on and as of the Increase Effective Date and no Default or Event of Default exists. The Borrower shall deliver new or amended Committed Loan Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be reallocated among Lendersdeemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and settled by pay any additional amounts required pursuant to Section 3.05) to the Agent if necessary, extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section 2.15.
(c) This Section shall supersede any provisions in Section 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Getty Images Inc)
Increase in Commitments. The Borrowers (a) Provided no Default has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request make not more than two requests for an increase in the Aggregate Commitments by an aggregate amount not exceeding $25,000,000, which notice shall set forth the amount of such increase. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent in writing within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase ("Increasing Lender"). Any Lender not responding within such time period shall be deemed to have any obligation declined to increase its Commitment. Any Lender which declines to increase its Commitment shall not responding within be entitled to any fees attributable and payable in connection with such period increase in the Aggregate Commitments. To achieve the full amount of a requested increase, the Borrower may invite additional lenders approved by the Administrative Agent in its reasonable discretion to become Lenders (each a "New Lender"). Borrower and each New Lender shall have executed and delivered to the Administrative Agent a New Lender Agreement (the "New Lender Agreement") substantially in the form of Exhibit H and the Administrative Agent shall have accepted, and if acceptable in its reasonable discretion, shall have executed same. In the event the entire amount of the requested increase is greater than the new Loans the New Lenders and Increasing Lenders are willing to make Borrower may elect to accept the increase in the Aggregate Commitments in such lesser amount. In no event shall Administrative Agent have any obligation to ensure that the amount of the requested increase is provided by New Lenders or Increasing Lenders. Any New Lender which agrees to become a Lender under this Agreement for the purpose of funding a portion of the increase in the Aggregate Commitments shall be entitled to all rights and burdened by all obligations of the then existing Lenders hereunder. The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to each request made hereunder.
(b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly provide written notice to the Borrower and the Lenders of the final allocation of such increase, each Lender's new Pro Rata Share and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default has occurred and is continuing. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. Each New Lender and/or Increasing Lender shall enable Borrower to make such prepayment by making Loans to the Borrower, pursuant to the terms and conditions in Article II, in amounts sufficient upon the application of such Loans by all New Lenders and Increasing Lenders to the outstanding Loans to cause the outstanding principal balance owed to each Lender to be in compliance with its new Pro Rata Share. The Borrower hereby irrevocably authorizes each New Lender and/or each Increasing Lender to fund to the Administrative Agent the Loans required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Loans held by the other Lenders. Such new Loans shall be Base Rate Loans, subject to the Borrower's ability under Article II to convert such Loans to Eurodollar Rate Loans after the Increase Effective Date.
(c) Upon the Increase Effective Date and funding of the Loans described in Section 2.15(b), each New Lender and/or Increasing Lender shall be deemed to have declined irrevocably and unconditionally purchased and received, without recourse or warranty, an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, undivided participation in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter Letters of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentsits Pro Rata Share.
(d) This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrowers may request an increase in U.S. Borrower may, by written notice to the Commitments Administrative Agents from time to time upon notice after the Closing Date, request that the Total Commitment be increased by an amount not to exceed the Incremental Commitment Amount at such time by delivering a request to the Administrative Agent, as long as who shall deliver a copy thereof to each Lender. Such notice shall set forth (a) the amount of the requested increase is in the Total Commitment (which shall be in minimum increments of U.S.$1,000,000 and a minimum amount of $25,000,000 and is offered on U.S.$25,000,000 or equal to the same terms as existing Commitments, except for a closing fee specified by the Borrowersremaining Incremental Commitment Amount), (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin the Total U.S. Commitment, within ten the Total Canadian Commitment or both and (10c) the date on which such increase is requested to become effective (which shall not be less than 10 Business Days thereafternor more than 60 days after the date of such notice and which, each in any event, must be on or prior to the Maturity Date), and shall offer one or more Lenders the opportunity to increase their U.S. Commitment or its Canadian Commitment, as applicable. Each Lender shall notify the Agent if and to what extent such Lender commits so agreeing to increase its Commitment; provided Commitment by all or a portion of the offered amount (each such Lender being an "Increasing Lender") shall give notice to the Borrowers and the Administrative Agents not more than 10 days after the date of the Administrative Agent's notice. Any Lender that no Lender shall have any obligation declines to increase its Commitment. Any Lender Commitment or does not responding deliver such a notice within such period of 10 days, in which case such Lender shall be deemed to have declined an increaseto increase its Commitment, shall be a "Non-Increasing Lender". If Lenders fail The decision to commit agree to increase its Commitment hereunder shall be at the sole discretion of each Lender. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretionsecond sentence of this paragraph, the increased Commitments among committing Lenders shall have declined any increase or agreed pursuant to the preceding sentence to increase their Commitment by an aggregate amount less than the increase in the Total Commitment requested by the U.S. Borrower, the U.S. Borrower may arrange for one or more banks or other entities (any such bank or other entity referred to in this clause (a) being called an "Augmenting Lender" and, if necessarytogether with the Increasing Lenders, Eligible Assignees. Provided the conditions set forth "Incremental Lenders"), to extend the Commitment in Section 8.2 are satisfied, total Commitments an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender shall be increased subject to the approval of the Administrative Agents and the Issuing Banks (which approvals shall not be unreasonably withheld or delayed). Any increase in the Total Commitment may be made in an amount which is less than the increase requested by the requested amount U.S. Borrower if the U.S. Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(or such lesser amount committed by Lenders b) The Borrowers and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such documents and agreements other documentation as the Administrative Agent deems appropriate shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender or its status as a Lender hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitment evidenced thereby.
(c) Each of the parties hereto hereby agrees that the Administrative Agents may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in and allocations of the Commitments. On Total Commitment pursuant to this Section 2.23, the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled U.S. Loans (if any) are held by the Agent if necessary, U.S. Lenders in accordance with their new U.S. Pro Rata Percentages and the outstanding Canadian Loans (if any) are held by the Canadian Lenders in accordance with their new Canadian Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agents (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, (ii) by causing Non-Increasing Lenders to assign portions of their outstanding Loans to Incremental Lenders’ adjusted shares , (iii) by permitting the Borrowings outstanding at the time of any increase in the Total Commitment pursuant to this Section 2.23 to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such Borrowings other than in accordance with their new Pro Rata Percentages, or (iv) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (c) shall be subject to indemnification by the Borrowers pursuant to Section 2.15, but otherwise without premium or penalty.
(d) Notwithstanding the foregoing, no increase in the Total Commitment (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section 2.23 unless, (i) (A) the representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Commitmentsincrease with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, (B) each Borrower and each other Loan Party shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such increase, no Event of Default or Default shall have occurred and be continuing, and (C) there shall have been no material adverse change in the business, assets, operations, condition (financial or otherwise) or prospects of the Borrowers and the Subsidiaries, taken as a whole, since December 31, 2005, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the U.S. Borrower and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Closing Date under clauses (a)(i) and (c)(ii)(B) of Section 4.02.
(i) Section 3.04 is amended by deleting "filings with the United States Patent and Trademark Office and the United States Copyright Office, recordation of the Mortgages in the offices specified in Schedule 3.19".
(j) Section 3.06 is amended by replacing "December 31, 2002" with "December 31, 2005".
(k) Section 3.12 is amended in its entirety to read as follows:
Appears in 1 contract
Increase in Commitments. The Borrowers Company may request an increase in the Commitments from time to time in consultation with and upon the consent of the Administrative Agent (such consent to not be unreasonably withheld), by notice to the AgentAdministrative Agent (which, as long as (a) upon its consent, shall promptly deliver a copy to each of the Lenders), request that the Revolving Commitment be increased by an amount that is not more than $50,000,000 and which will not result in the Revolving Commitment under this Agreement exceeding $225,000,000. Each such notice shall set forth the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of Revolving Commitment and the date on which such increase is requested increase and, within ten to become effective (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period which shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount not fewer than twenty (or such lesser amount committed by Lenders and Eligible Assignees20) on a date agreed upon by the Agent and the Borrowers, but no later nor more than forty-five (45) days following after the Borrowers’ date of such notice) and shall offer each Lender the opportunity to increase requestits Commitment by its Pro Rata Share of the requested increase in the Revolving Commitment. The Each Lender shall, by notice to the Company and the Administrative Agent given not more than fifteen (15) days after the date of the Company’s notice, either agree to increase its Commitment by all or a portion of the offered amount or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of fifteen (15) days shall be deemed to have declined to increase its Commitment). In the event that, on the fifteenth (15th) day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders (or any number of the Lenders) shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount which is less than the increase in the Revolving Commitment requested by the Company, the Company shall have the right to arrange for one or more banks or other lenders (any such bank or other lender which provides a Commitment hereunder being referred to herein as an “Augmenting Lender”), and any Lender(s), to extend Commitments or increase their existing Commitments in an aggregate amount equal to all or part of the unsubscribed amount on the date on which such increase was requested by the Company in its notice; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Company, Issuing Lender, Swing Line Lender, and Administrative Agent (which approval shall not be unreasonably withheld) and shall execute all such documentation as Administrative Agent shall specify to evidence its status as a Lender hereunder, including an Augmenting Lender Joinder and Assumption Agreement substantially in the form of Exhibit C. If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase their Commitments or to extend new Commitments, as the case may be, in an aggregate amount not more that $50,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of this paragraph, and shall be deemed added to the Commitments set forth in Annex A hereof (and Administrative Agent may distribute a revised Annex A to the Lenders and the Company to reflect such additional Commitments) and each Augmenting Lender shall be a Lender hereunder. Notwithstanding the foregoing, no increase in the Commitment of any Lender and no new Commitment of any Augmenting Lender shall become effective under this paragraph unless, on the date of such increased or new Commitment and after giving effect to all increased and new Commitments, (i) the representations and warranties of the Loan Parties contained herein and in the other Loan Documents shall be true on and as of such date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), (ii) no Material Adverse Effect shall have occurred since the Closing Date, (iii) the Company shall have performed and complied with all covenants and conditions hereof, (iv) no Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall exist, (v) the increase in the Commitments shall not contravene any law applicable to any of the Lenders, the Company, or any Subsidiary of the Company, and (vi) the Company shall have delivered to the Administrative Agent for the benefit of the Lenders such replacement and new Notes as may be necessary to reflect the increased or new Commitments. Upon the date on which the Commitments are increased, each Lender which has agreed to increase its Commitment and each Augmenting Lender which has agreed to extend a new Commitment (in accordance with the terms of this Section 6.5) shall, subject to the terms and conditions hereof and in reliance on the representations and warranties herein set forth, severally make its Pro Rata Share of Revolving Loans in the currencies in which such Loans are outstanding to the Company and purchase from any Issuing Lender and Swing Line Lender its Pro Rata Share of the Stated Amount of all Letters of Credit and of those Swing Line Loans that have been participated to the Lenders in the amount of the increase of its Commitment (in the case of a Lender which has agreed to increase its Commitment) or in the amount of its new Commitment (in the case of an Augmenting Lender which has agreed to extend new a Commitment). Upon the request of the Administrative Agent, the Borrowers, and new and existing Lenders Company shall execute and deliver such documents to Administrative Agent for the benefit of the Lenders any and all other documents, instruments, and agreements as necessary or advisable in the reasonable judgment of Administrative Agent deems appropriate to evidence or document the increase in the Commitments, including any amendments hereto, and allocations each of the Commitments. On Lenders and each of the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations Loan Parties hereby provides its consent hereto and other exposures shall be reallocated among Lendersthereto and each Lender hereby authorizes the Administrative Agent, and settled by each Loan Party hereby authorizes the Company, to execute any such documents, instruments, and agreements consistent with the terms of this Section 6.5 on its behalf without the necessity of any further consent of any Lender or Loan Party. The Administrative Agent if necessaryand each Lender shall have no obligation to provide any additional credit, in accordance with Lenders’ adjusted shares of commitment, or loan under this Section 6.5 nor shall the Administrative Agent or any Lender have any obligation to arrange any such Commitmentsadditional credit, commitment, or loan.
Appears in 1 contract
Sources: Credit Agreement (Westinghouse Air Brake Technologies Corp)
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time (a) Provided there exists no Default, upon notice to the AgentAdministrative Agent (which shall promptly notify the Lenders), as long as the Company may make one or more requests that the amount of the Term Commitments be increased in an aggregate amount (afor all such increases) the not exceeding $150,000,000 (with each such requested increase is to be in a minimum amount of $50,000,000 and, if greater than such amount, in one or more increments of $25,000,000 and above such amount). At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is offered on requested to respond (which shall in no event be less than ten Business Days from the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior date of delivery of such notice to the requested increase, (dLenders) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of whether the requested increase and, within ten (10) Business Days thereafter, each shall take the form of Term A Commitments or Term B Commitments. Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation Term Commitment and, if so, the amount by which it is willing to increase its Commitmentparticipate in such Term Commitment increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Term Commitment. If Lenders fail The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel (each such new Lender, a “New Lender”).
(b) If the Term Commitments are increased in accordance with this Section, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent may allocateshall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, (x) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Default exists and (y) demonstrating pro forma compliance with the covenants set forth in Sections 8.11, 8.12 and 8.13 for the period of four consecutive fiscal quarters ending on the last date of the last completed fiscal quarter immediately preceding the proposed date of incurrence of Indebtedness pursuant to this provision (on the assumption that such incurrence of Indebtedness under this provision occurred on the first day of such four fiscal quarter period and using historical results of the Company and its discretionSubsidiaries for such period, and including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the increased Commitments among committing Lenders andSecurities Act).
(c) On each Increase Effective Date, if necessary, Eligible Assignees. Provided upon fulfillment of the conditions set forth in Section 8.2 are satisfiedsubsection (b) above, total Commitments the Administrative Agent shall notify the Lenders and the Company, on or before 12:00 p.m. on the Business Day immediately preceding the proposed Increase Effective Date by facsimile of the occurrence of the Term Commitment increase to be increased effected on such Increase Effective Date and the amount and final allocation of such increase as determined above, to be reflected on a new Schedule I to the Agreement circulated at such time by facsimile by the requested amount Administrative Agent to the Company and each Lender. At such time the Administrative Agent shall also circulate an amortization schedule for such new Loan, which shall reflect (or x) if such lesser amount committed by Lenders and Eligible Assignees) on new Loan is a date Term A Loan, an amortization schedule to be agreed upon at such time by the Administrative Agent and the Borrowers, Company but in no event with a maturity later than forty-five the date which is one year prior to the Term B Loan Maturity Date and (45y) days following if such new Loan is a Term B Loan, amortization of 0.25% for every quarter from the Borrowers’ increase requestdate such Loan is advanced through the fiscal quarter ended January 29, 2009, and four equal quarterly installments of the remaining principal amount for the four fiscal quarters from January 29, 2009 through the Term B Loan Maturity Date. Each existing Lender increasing its Term Commitment as set forth above, and each New Lender, shall, before 2:00 p.m. on the applicable Increase Effective Date, make available to the Administrative Agent in immediately available funds (i) in the case of any New Lender, an amount equal to such New Lender’s Term Commitment and (ii) in the case of any existing Lender increasing its Term B Commitment, an amount equal to such increase. The Agent, Administrative Agent shall promptly make such funds available to the BorrowersCompany.
(d) Each Term Loan advanced by a Lender as a result of an increase in its Term Commitment pursuant to this Section, and new and existing Lenders each Term Loan advanced by any New Lender, shall execute and deliver such documents and agreements be a “Term A Loan” or a “Term B Loan”, as the Agent deems appropriate case may be, and a “Loan” for all purposes hereunder. Each New Lender shall be deemed to evidence be a “Term A Lender” or a “Dollar Term B Lender”, as the increase in case may be, and allocations a “Lender” for all purposes hereunder.”
(q) Section 5.2 of the Commitments. On Credit Agreement is amended by inserting after the effective date of an increase, all outstanding Revolving Loans, words “Issue any Letter of Credit” where they appear in the third line thereof the following: “, in each case, on the Initial Distribution Date”.
(r) Section 7.2 of the Credit Obligations and other exposures Agreement is amended by (i) inserting the following immediately before the semi-colon at the end of clause (c) thereof: “; provided, that materials required to be delivered pursuant to this clause (c) shall be reallocated among deemed delivered when the Company notifies the Administrative Agent (which shall promptly notify the Lenders) that copies of such materials have been posted on the SEC’s website, and settled w▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇; provided, further, that the Company agrees to furnish upon request by the Administrative Agent if necessarya paper copy of such materials to the Administrative Agent for delivery to any Lender that requests a paper copy”; and (ii) by inserting the following immediately after the words “Subordinated Notes,” on the third line of clause (e) thereof: “or any Indebtedness permitted under Section 8.5(n),”.
(s) Section 8.2 of the Credit Agreement is amended by (i) deleting the word “and” from the end of clause (j) of such Section, (ii) adding to such Section a new clause (k) to read as follows:
(i) the consummation of Project FAST; provided that the Net Cash Proceeds from such disposition shall be applied in accordance with Lenders’ adjusted shares Section 2.7(b); and (ii) the disposition, in whole or in part, of such Commitments.the F▇▇▇▇▇▇ Receivable;” and
Appears in 1 contract
Increase in Commitments. (a) The Borrowers may request an increase in the Commitments from time to time upon Borrower may, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), as long as (a) request that the requested increase is in a minimum amount of $25,000,000 and is offered on total Commitments be increased; provided that the same terms as existing Commitments, except for a closing fee specified total Commitments shall not be increased by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments $500,000,000 during the term of this Agreement pursuant to Section 3.2 has occurred prior to this Section. Such notice shall set forth the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase and, within ten in the total Commitments and the date on which such increase is requested to become effective (10) which shall be not less than 10 Business Days thereafteror more than 60 days after the date of such notice), and shall offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment). If Lenders fail to commit In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the full first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals not to be unreasonably withheld), and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the Types and for the Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and the Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase). The payments made pursuant to clause (i) above in respect of each Term SOFR Loan shall be subject to Section 2.16.
(c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than two Business Days prior to the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above.
(d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless (i) on the date of such increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in paragraphs (a) and (b) of Section 8.2 are satisfied, total Commitments 4.02 shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent satisfied and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, Administrative Agent shall have received a certificate to that effect dated such date and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations executed by a Financial Officer of the Commitments. On Borrower and (ii) the effective date Administrative Agent shall have received (with sufficient copies for each of an increase, all outstanding Revolving Loans, Letter the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such CommitmentsSection 4.01.
Appears in 1 contract
Increase in Commitments. The Borrowers Provided there exists no Default and on or prior to the fourth anniversary of the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments from time to time upon notice to the Agent, as long as by an amount (afor all such requests) the requested not exceeding $250,000,000; provided that (i) any such request for an increase is shall be in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent50,000,000, and (gii) the Borrowers shall payBorrower may make a maximum of two such requests. At the time of sending such notice, on demand, all fees and reasonable costs and expenses the Borrower (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection consultation with the increase Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within no event be less than ten (10) Business Days thereafter, each from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunderpursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Agent may allocate, If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the "Increase Effective Date") and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, Letter and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of Credit Obligations the Increase Effective Date, except to the extent that such representations and other exposures warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding on the Agent if necessaryIncrease Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. TAXES, in accordance with Lenders’ adjusted shares of such Commitments.YIELD PROTECTION AND ILLEGALITY
Appears in 1 contract
Sources: Credit Agreement (McClatchy Co)
Increase in Commitments. (a) At any time after the Closing Date, the Borrower may, by written notice to the Administrative Agent, request that the Total Commitment be increased by an amount not to exceed $50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the time of such request and on the date of any such increase. The Borrowers may Administrative Agent shall deliver a copy of such request an to each Lender. The Borrower shall set forth in such request the amount of the requested increase in the Commitments from time to time upon notice to the Agent, as long as Total Commitment (a) the requested increase is which shall be in minimum increments of $10,000,000 and a minimum amount of $25,000,000 10,000,000) and the date on which such increase is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, requested to become effective (b) increases under this Section do which shall be not exceed $150,000,000 in the aggregate and no less than 10 Business Days nor more than four (4) increases are made60 days after the date of such notice and that, (c) no reduction in Commitments pursuant to Section 3.2 has occurred any event, must be at least 60 days prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsMaturity Date). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, Borrower may offer to each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided Commitment by its Percentage of the proposed increased amount and/or the Borrower may arrange for one or more banks or other entities that no are Eligible Assignees (each such Person so agreeing being an “Augmenting Lender”). Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each such Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment and each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). If Lenders fail Each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders evidence its Commitment and/or its status as a Lender with a Commitment hereunder. The Any increase in the Total Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(b) Each of the parties hereto agrees that the Administrative Agent may allocate, take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in its discretionthe Total Commitment pursuant to this Section 3.2(b), the increased Commitments among committing Lenders and, outstanding Loans (if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 any) are satisfied, total Commitments shall be increased held by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, with Commitments in accordance with their new Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders’ adjusted shares ; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Commitment pursuant to this Section 3.2(b) to remain outstanding until the last days of the respective Interest Periods therefor, even though the Lenders would hold such CommitmentsBorrowings other than in accordance with their new Percentages; or (z) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (ii) shall be subject to Section 2.7 hereof but otherwise without premium or penalty. In addition, in connection with any increase in the Total Commitment pursuant to this Section the Administrative Agent may, in consultation with the Borrower, appoint any Lender as a Syndication Agent, Documentation Agent, Co-Agent or other similar title.
Appears in 1 contract
Sources: Credit Agreement (DPL Inc)
Increase in Commitments. (a) The Borrowers may request an increase in the Commitments from time to time upon Company may, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders of the applicable Class), as long as (a) request that the requested increase is in a minimum amount of $25,000,000 and is offered on Tranche A Commitments or the same terms as existing Commitments, except for a closing fee specified Tranche B Commitments be increased; provided that the total Commitments shall not be increased by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments US$500,000,000 during the term of this Agreement pursuant to Section 3.2 has occurred prior to this Section. Such notice shall set forth the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin the total Commitments, within ten the Class to be so increased and the date on which such increase is requested to become effective (10) which shall be not less than 10 Business Days thereafteror more than 60 days after the date of such notice), and shall offer each Lender shall notify of such Class the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment of such Class by its Applicable Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date of the Company’s notice, either agree to increase its Commitment. Any Commitment of the applicable Class by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment of the applicable Class (and any Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment of such Class). If Lenders fail to commit In the event that, on the 10th day after the Company shall have delivered a notice pursuant to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretionfirst sentence of this paragraph, the increased Lenders of the applicable Class shall have agreed pursuant to the preceding sentence to increase their Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased of such Class by the requested an aggregate amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later less than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations the total Commitments of such Class requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments of such Class or increase their existing Commitments of such Class in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender of either Class hereunder, shall be subject to the approval of the Commitments. On the effective date of an increaseAdministrative Agent, all outstanding Revolving Loans, Letter of Credit Obligations each Issuing Bank and other exposures shall each Swingline Lender (such approvals not to be reallocated among Lendersunreasonably withheld), and settled the Company and each [[NYCORP:3024149v15:4452W:11/30/07--12:40 p]] Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment of such Class and/or its status as a Lender of such Class hereunder. Any increase in the total Commitments of either Class may be made in an amount which is less than the increase requested by the Agent Company if necessarythe Company is unable to arrange for, in accordance with or chooses not to arrange for, Augmenting Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Sources: Credit Agreement (Yum Brands Inc)
Increase in Commitments. (a) The Borrowers may request an increase in the Commitments from time to time upon Borrower may, by written notice to the AgentAdministrative Agent in substantially the form of Exhibit “D”, as long as (a) request that the total Commitments be increased by an aggregate amount not to exceed $375,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase is (which shall be in a minimum amount of $25,000,000 100,000,000 and in minimum increments of $5,000,000 above that amount) and the date on which such increase is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, requested to become effective (b) increases under this Section do which shall be not exceed $150,000,000 in the aggregate and no less than 10 days nor more than four (4) increases are made60 days after the date of such notice and which, (c) no reduction in Commitments pursuant to Section 3.2 has occurred any event, must be on or prior to the requested increaseCommitment Termination Date). Upon the receipt of such request by the Administrative Agent, (d) the Administrative Agent shall have received certified copies of the resolutions of Westlake approving such increase give notice promptly to each Bank substantially in the Commitmentsform of Exhibit “E”, (e) which notice will offer each such Bank the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Lender shall have any obligation Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit “F”, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment. Any Lender Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). If Lenders fail to commit In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the full second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit “F” or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Exhibit “G” evidencing the revised Commitments.
(b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.9, the Accommodations Outstanding (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the Accommodations Outstanding to be prepaid with the proceeds of a new Accommodation, (ii) by causing Non-Increasing Banks to assign portions of their Accommodations Outstanding to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Accommodations up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.3, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.9 unless (i) on the date of such increase, Eligible Assignees may issue additional (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and become Lenders hereunder. The Agent may allocate(B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in its discretionwhich case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the increased Commitments among committing Lenders andBorrower Debt Ratings assigned by S&P, if necessary▇▇▇▇▇’▇ and DBRS to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Accommodations, Eligible Assignees. Provided as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount preceding clauses (or such lesser amount committed by Lenders i) and Eligible Assignees(ii) have been satisfied and (B) on a date agreed upon historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Accommodations, as the case may be) as of the last day of the most recently completed Six Month Period with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such Six Month Period and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Provided there exists no Default or Event of Default, upon notice to the Agent (which shall promptly notify Lenders), Borrower may from time to time request an increase in the Aggregate Commitments up to an aggregate of $50,000,000. At the time of sending such notice, Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, Lenders).
(b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Agent shall notify Borrower and each Lender of Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The Agent may allocate, pursuant to a joinder agreement in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders form and Eligible Assignees) on a date agreed upon by substance satisfactory to the Agent and its counsel.
(c) If the BorrowersAggregate Commitments are increased in accordance with this Section, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, Agent and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the "Increase Effective Date") and the final allocation of an such increase. Agent shall promptly notify Borrower and Lenders of the final allocation of such increase and the Increase Effective Date.
(d) As a condition precedent to such increase, all Borrower shall deliver to Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and, (ii) in the case of Borrower, including a Compliance Certificate demonstrating pro forma compliance with Section 7.12 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V are true and correct on and as of the Increase Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representation and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statement furnished pursuant to clauses (a), (b) and (c), respectively, of Section 6.01) and no Default or Event of Default exists. Borrower shall deliver new or amended Committed Loan Notes reflecting the increased Commitment of any Lender holding or requesting a Note. Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase.
(e) Borrower shall prepay any Committed Loans outstanding Revolving on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section; provided that in the case of any Committed Loans denominated in an Alternative Currency, no such prepayment may be made other than on the last day of the applicable Interest Period for such Committed Loans, Letter of Credit Obligations and other exposures unless Lenders consent thereto.
(f) This Section shall be reallocated among Lenders, and settled by supersede any provisions in Section 10.01 to the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentscontrary.
Appears in 1 contract
Increase in Commitments. (a) The Borrowers may Borrower may, from time to time by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request that the Commitments be increased by an amount not less than $10,000,000 for any such increase; provided that after giving effect to all such increases the total Commitments shall not exceed $2,500,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth (i) the amount of the requested increase in the Commitments from time and (ii) the date on which such increase is requested to time upon become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Agent, as long as (a) Borrower and the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do Administrative Agent given not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to 10 days after the requested increase, (d) the Agent shall have received certified copies date of the resolutions of Westlake approving such increase in the CommitmentsBorrower’s notice, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits either agree to increase its Commitment; provided that no , by all or a portion of the offered amount (each Lender shall have any obligation so agreeing being an “Increasing Lender”) or decline to increase its Commitment. Any Commitment (and any such Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment) (each such Lender so declining or deemed to have declined being a “Non-Increasing Lender”). If Lenders fail to commit In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretionfirst sentence of this paragraph, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by have declined the requested increase or agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later less than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the CommitmentsAdministrative Agent and each Issuing Bank (which approval shall not be unreasonably withheld) and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(b) On the effective date (the “Increase Effective Date”) of an increaseany increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), all outstanding Revolving Loans, Letter (i) each of Credit Obligations the Non-Increasing Lenders shall assign to each of the Increasing Lenders and other exposures shall be reallocated among Augmenting Lenders, and settled each of the Increasing Lenders and Augmenting Lenders shall purchase from each of the Non-Increasing Lenders, at the principal amount thereof, such interests in the outstanding Loans and participations in Letters of Credit outstanding on such Increase Effective Date that will result in, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit being held by the Agent if necessary, Lenders ratably in accordance with Lenders’ adjusted shares their Commitments after giving effect to the addition of any Augmenting Loan Commitment to the Commitments, (ii) each Augmenting Loan Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Augmenting Lender shall become a Lender with respect to the Commitments and all matters relating thereto.
(c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above.
(d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section unless, (i) on the date of such Commitmentsincrease, (A) the representations and warranties set forth in this Agreement shall be true and correct in all material respects (without duplication of any materiality qualifier) on and as of such date (unless expressly made as of another date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier) on and as of such other date) and (B) on such date and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not in anywise been annulled, modified, rescinded or revoked).
Appears in 1 contract
Sources: Credit Agreement (Sysco Corp)
Increase in Commitments. The Borrowers may (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders) and consent of the Administrative Agent, Avnet may, from time to time, request an increase in the Aggregate Commitments in accordance with the terms of this Section 2.12. At the time of sending such notice, Avnet (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 15 Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees in its sole discretion to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding in writing to the Administrative Agent within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify Avnet and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, Avnet may also invite additional Eligible Assignees may issue additional Commitments and satisfactory to the Administrative Agent to become Lenders hereunder. The Agent may allocate, pursuant to a Joinder Agreement in its discretion, substantially the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions form set forth in Section 8.2 Exhibit H.
(b) If the Aggregate Commitments are satisfiedincreased in accordance with this Section, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Avnet shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the "Increase Effective Date") and the final allocation of such increase; provided that if such final allocation is not to be ratable among the Lenders (based on the Lenders' respective Pro Rata Shares in effect at the time of such notice), then the Increase Effective Date may not occur earlier than the last day of the latest-ending Interest Period then in effect with respect to Loans. The Administrative Agent shall promptly notify Avnet and the Lenders of the final allocation of such increase and the Increase Effective Date. If the final allocation of such increases is not to be ratable among the Lenders (based on the Lenders' respective Pro Rata Shares in effect at the time of such notice), then during the period between the date of such notice and the Increase Effective Date, no Eurocurrency Rate Loan shall be permitted to have an Interest Period that ends later than the Increase Effective Date (whether by means of a Borrowing or a continuation of such a Loan for a new Interest Period). As a condition precedent to such increase, all outstanding Revolving LoansAvnet shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (in sufficient copies for distribution to each Lender) signed by a Responsible Officer of Avnet (i) certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such increase, Letter (ii) in the case of Credit Obligations Avnet, including a Compliance Certificate demonstrating pro forma compliance with Section 6.11 after giving effect to such increase, and other exposures (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V are true and correct on and as of the Increase Effective Date and that no Default or Event of Default exists. The Borrowers shall deliver new or amended Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be reallocated among Lendersdeemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and settled by pay any additional amounts required pursuant to Section 3.05) to the Agent if necessary, extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section.
Appears in 1 contract
Sources: Credit Agreement (Avnet Inc)
Increase in Commitments. The Borrowers 6.5.1 Provided there exists no Unmatured Event of Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Companies may from time to time request an increase in the Commitments from time to time upon notice to the Agent, as long as Revolving Commitment Amount by an amount (afor all such requests) not exceeding $10,000,000; provided that (i) the requested Revolving Commitment may not exceed $20,000,000; and provided further that any such request for an increase is shall be in a minimum amount of $25,000,000 5,000,000 and is offered on in multiples of $5,000,000 in excess thereof and (ii) the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do Companies may not exceed $150,000,000 in the aggregate and no request more than four two increases. At the time of sending such notice, Companies (4in consultation with the Administrative Agent) increases are made, shall specify the time period within which each Lender is requested to respond (c) which shall in no reduction in Commitments pursuant to Section 3.2 has occurred prior event be less than twenty Business Days from the date of delivery of such notice to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lenders).
6.5.2 Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Revolving Commitment Amount and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Revolving Commitment Amount.
6.5.3 The Administrative Agent shall notify the Companies and each Lender of the Lenders’ responses to each request made hereunder. If the Lenders fail to commit do not agree to the full amount of a requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, subject to the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided approval of the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the BorrowersIssuing Lender (which approvals shall not be unreasonably withheld), but no later than forty-five the Companies may also invite additional Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
6.5.4 If the Revolving Commitment Amount is increased in accordance with this Section, the Administrative Agent and the Companies shall determine the effective date (45the “Increase Effective Date”) days following and the Borrowers’ increase requestfinal allocation of such increase. The AgentAdministrative Agent shall promptly notify the Companies and the Lenders of the final allocation of such increase, the BorrowersIncrease Effective Date and revised Pro Rata Shares.
6.5.5 As a condition precedent to such increase, the Companies shall deliver to the Administrative Agent:
(a) an Officer’s Certificate dated as of the Increase Effective Date (i) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 9 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Unmatured Event of Default or Event of Default exists or shall result from such increase to the Revolving Commitment Amount;
(b) a Note for each Lender to the extent required to evidence the new or increased Commitment of such Lender;
(c) each Company’s (i) charter (or similar formation document), certified by the appropriate governmental authority; (ii) good standing certificates in its state of incorporation (or formation) and in each other state requested by the Administrative Agent; (iii) bylaws (or similar governing document); (iv) resolutions of its board of directors (or similar governing body) approving and authorizing the increase in the Revolving Commitment Amount; and (v) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification; and
(d) such other agreements and opinions of counsel as the Administrative Agent may reasonably request.
6.5.6 The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall execute make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures such that, after giving effect thereto, all Revolving Outstandings hereunder are held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be reallocated among Lenders, made in exchange for the principal amount assigned plus accrued and settled by unpaid interest and facility and letter of credit fees. The Companies shall make any payments under Section 8.4 resulting from such assignments.
6.5.7 This Section shall supersede any provisions in Section 7.5 or 15.1 to the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentscontrary.”
Appears in 1 contract
Sources: Credit Agreement (Akorn Inc)
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon notice to the AgentAdministrative Agent by adding to this Agreement one or more Eligible Assignees that are not already Lenders hereunder to issue additional Commitments and become Lenders hereunder that are reasonably satisfactory to Administrative Agent (not to be unreasonably withheld, delayed or conditioned) or by allowing one or more existing Lenders to increase their respective Commitments, as long as (a) the requested increase is in a minimum amount of $25,000,000 10,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 75,000,000 in the aggregate and no more than four three (43) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 2.1.4 has occurred prior to the requested increase, and (d) the Agent shall have received certified copies requested increase does not cause the Commitments to exceed 90% of any applicable cap under the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsSecured Notes Indenture. The Administrative Agent shall promptly notify Lenders of the requested increase and, within ten (10) 10 Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 6.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the BorrowersBorrower Agent, but no later than forty-five (45) 45 days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Sources: Loan and Security Agreement (Par Pacific Holdings, Inc.)
Increase in Commitments. (1) The Borrowers Borrower may propose to increase the aggregate amount of the Commitments by an aggregate amount of not less than $25,000,000 or an integral multiple of $1,000,000 in excess thereof (the "Proposed Aggregate Commitment Increase") in the manner set forth below, provided that:
(i) no Default shall have occurred and be continuing either as of the date of the Notice of Increase (as hereinafter defined) or as of the Increase Date (as hereinafter defined); and
(ii) after giving effect to any such increase, the aggregate amount of the Commitments shall not exceed $850,000,000.
(2) The Borrower may request an increase in the aggregate amount of the Commitments from time to time upon notice by delivering to the Agent, as long as Agent a notice in substantially the form of Exhibit B-3 (aa "Notice of Increase"; the date of delivery thereof to the Agent being the "Increase Notice Date") specifying (1) the requested amount by which the Borrower proposes to increase is in a minimum the aggregate amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by Commitments (the Borrowers"Proposed Aggregate Commitment Increase"), (b2) increases under this Section do the proposed date (the "Increase Date") on which the Commitments would be so increased (which Increase Date may not exceed $150,000,000 in the aggregate and no be fewer than 30 nor more than four 90 days after the Increase Notice Date) and (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d3) the Agent shall have received certified copies New Lenders (as hereinafter defined), if any, to whom the Borrower proposes to offer (subject to clause (3) below) the opportunity to commit to all or a portion of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsProposed Aggregate Commitment Increase. The Agent shall in turn promptly notify Lenders each Lender of the requested increase and, within ten (10) Business Days thereafter, Borrower's request by sending each Lender a copy of such notice.
(3) Promptly after the Increase Notice Date, the Agent shall notify each Lender of the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail opportunity to commit to all or any portion of the full requested increaseProposed Aggregate Commitment Increase. Each Lender may in its sole discretion (but shall not be obligated to) offer to commit to all or a portion of the Proposed Aggregate Commitment Increase (such Lender's "Proposed Increased Commitment") by notifying the Agent (which shall give prompt notice thereof to the Borrower) before 11:00 A.M. (New York City time) on the date that is 10 days after the Increase Notice Date.
(4) If the aggregate Proposed Increased Commitments of all the Lenders shall be less than the Proposed Aggregate Commitment Increase, Eligible Assignees then (unless the Borrower otherwise requests) the Agent shall, on or prior to the date that is 15 days after the Increase Notice Date, notify each New Lender of the opportunity to so commit to all or any portion of the Proposed Aggregate Commitment Increase not committed to by Lenders pursuant to Section 2.01(c)(3). Each New Lender may issue additional irrevocably commit to all or a portion of such remainder (such New Lender's "Proposed New Commitment") by notifying the Agent (which shall give prompt notice thereof to the Borrower) no later than 11:00 A.M. (New York City time) on the date five days before the Increase Date; provided that
(i) the Proposed New Commitment of each New Lender shall be in an aggregate amount not less than $20,000,000; and
(ii) each New Lender that submits a Proposed New Commitment shall promptly execute and deliver to the Agent (for its acceptance and recording in the Register) a New Commitment Acceptance, together with a processing and recordation fee payable to the Agent in the amount of $3,000.
(5) If the aggregate amount of Proposed New Commitments and become Lenders hereunder. The Agent may allocate, in its discretionProposed Increased Commitments (such aggregate amount, the increased Commitments among committing Lenders and"Total Committed Increase") equals or exceeds $25,000,000, if necessarythen, Eligible Assignees. Provided subject to the conditions set forth in Section 8.2 are satisfied2.01(c)(1):
(i) effective on and as of the Increase Date, total the aggregate amount of the Commitments shall be increased by the requested amount (or such lesser amount committed by Total Committed Increase and shall be allocated among the New Lenders and Eligible Assigneesthe Lenders as provided in clause (6) below; and
(ii) on a date agreed upon the Increase Date, if any Advances are then outstanding, the Borrower shall borrow Advances from all or certain of the Lenders and/or prepay (subject to Section 8.04(b)) Advances of all or certain of the Lenders such that, after giving effect thereto, the Advances (including, without limitation, the Types and Interest Periods thereof) shall be held by the Agent and the Borrowers, but no later than forty-five Lenders (45including for such purposes New Lenders) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, ratably in accordance with Lenders’ adjusted shares their respective Commitments. If the Total Committed Increase is less than $25,000,000, then the aggregate amount of the Commitments shall not be changed pursuant to this Section 2.01(c).
(6) The Total Committed Increase shall be allocated among New Lenders having Proposed New Commitments and Lenders having Proposed Increased Commitments as follows:
(i) If the Total Committed Increase shall be at least $25,000,000 and less than or equal to the Proposed Aggregate Commitment Increase, then subject to subclause (iii) of this Section 2.01(c)(6) and clause (7) below (x) the initial Commitment of each New Lender shall be such CommitmentsNew Lender's Proposed New Commitment and (y) the Commitment of each Lender shall be increased by such Lender's Proposed Increased Commitment.
(ii) If the Total Committed Increase shall be greater than the Proposed Aggregate Commitment Increase, then the Proposed Aggregate Commitment Increase shall be allocated:
Appears in 1 contract
Sources: Facility a (364 Day) Credit Agreement (Stanley Works)
Increase in Commitments. (a) The Borrowers may request an increase in the Commitments from time to time upon Borrower may, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), as long as (a) request that the requested total Commitments be increased by an amount not less than $10,000,000 for any such increase; provided that after giving effect to any such increase is in a minimum amount the sum of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do total Commitments shall not exceed $150,000,000 in 650,000,000 minus any amount by which the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments shall have been reduced pursuant to Section 3.2 has occurred prior to 2.09. Such notice shall set forth the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase and, within ten in the total Commitments and the date on which such increase is requested to become effective (10) which shall be not less than 10 Business Days thereafteror more than 60 days after the date of such notice), and shall offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower's notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-Increasing Lender"). If Lenders fail to commit In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretionfirst sentence of this paragraph, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as have agreed pursuant to the Agent deems appropriate preceding sentence to evidence increase their Commitments by an aggregate amount less than the increase in and allocations the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the total Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for Augmenting Lenders.
(b) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to this Section 2.20 (the "Commitment Increase"), (i) the aggregate principal amount of the Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an increase, all outstanding Revolving amount equal to the difference between (A) the product of (1) such Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, Letter (iii) each Augmenting Lender that shall not have been a 32 Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of Credit Obligations (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and other exposures (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be reallocated among Lenders, deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and settled by of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result.
(c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above.
(d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a New Lender shall become effective under this Section unless, (i) on the date of such increase, (A) the representations and warranties set forth in this Agreement shall be true and correct on and as of such date (unless expressly made as of another date, in which case such representations and warranties shall be true and correct on and as of such other date), (B) on such date and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (C) the Commitment of each Lender (without giving effect to any merger of Lenders after the date of this Agreement) is equal to or less than 20% of the total Commitments, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not in anywise been annulled, modified, rescinded or revoked).
Appears in 1 contract
Sources: Credit Agreement (Sysco Corp)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may from time to time, subsequent to the Amendment No. 3 Effective Date, request an increase in the Aggregate Commitments from time to time upon notice to the Agent, by an aggregate amount not exceeding $300 million either by having a Lender increase its Commitment then in effect or by adding as long as a Lender with a new Commitment hereunder a Person which is not then a Lender; provided that (ai) the requested any such request for an increase is shall be in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments10 million, except in the case of the final request, which may be for a closing fee specified by the Borrowersentire remaining amount, (bii) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may make a maximum of the resolutions of Westlake approving five such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agentrequests, and (giii) such increase may take the Borrowers shall payform of incremental term loans instead of increasing revolving credit availability hereunder. At the time of sending any such notice in the case of any request for increases in the Commitment of any existing Lender, on demand, all fees and reasonable costs and expenses ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection consultation with the increase Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within no event be less than ten (10) Business Days thereafter, each from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment or extend incremental term loans and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders increase its Commitment or extend incremental term loans hereunder. The Administrative Agent shall notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and each Lender of the Lenders’ responses to each request made hereunder. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may allocate, also invite additional Eligible Assignees satisfactory to the Administrative Agent (acting reasonably) to become Lenders pursuant to a joinder agreement in its discretionform and substance reasonably satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five their respective counsel. Any new Lender becoming a party hereto pursuant to this Section 2.15 shall (451) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence may reasonably request and (2) in the increase in and allocations case of any Lender that is organized under the laws of a jurisdiction outside of the Commitments. On United States of America, provide to the effective date of an increaseAdministrative Agent, all outstanding Revolving Loansits name, Letter of Credit Obligations and address, tax identification number and/or such other exposures information as shall be reallocated among Lendersnecessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, and settled by including without limitation, the Agent if necessary, in accordance with Lenders’ adjusted shares of such CommitmentsPatriot Act.
Appears in 1 contract
Sources: Credit Agreement (Mettler Toledo International Inc/)
Increase in Commitments. The Borrowers (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), DeVry may from time to time (but not more than twice), request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $100,000,000; provided, however, that (i) any increase shall be in an aggregate amount of $15,000,000 or any whole multiple of $1,000,000 in excess thereof, and (ii) no Default shall then exist. At the time of sending such notice, DeVry (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if and so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to what extent such Lender commits have declined to increase its Commitment; provided , it being understood that no Lender shall have any obligation to increase its Commitment. Any The Administrative Agent shall notify DeVry and each Lender not responding within of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, DeVry may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and DeVry shall determine the effective date (the “Increase Effective Date”) and the final allocation of such period increase. The Administrative Agent shall promptly notify DeVry and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, DeVry shall deliver to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent, dated as of such Increase Effective Date, and in sufficient copies for each Lender:
(i) a certificate signed by the Secretary or Assistant Secretary of DeVry certifying and attaching the resolutions adopted by DeVry approving such increase,
(ii) a certificate signed by a Responsible Officer of DeVry certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Extension Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.5(a) and (b) hereof shall be deemed to have declined an increase. If Lenders fail to commit refer to the full most recent statements furnished pursuant to Section 6.1 (a) and (b) hereof), and (B) no Default exists,
(iii) an acknowledgment signed by each other Loan Party consenting to such increase and reaffirming its obligations under the Loan Documents; and
(iv) to the extent requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Administrative Agent, such opinions of counsel (including opinions of counsel for its Non-U.S. Subsidiaries) reaffirming the Borrowers, opinions furnished pursuant to Sections 4.1 and new and existing Lenders shall execute and deliver such documents and agreements 6.15 as the Agent deems appropriate applied to evidence the increase in Commitments pursuant to this Section and allocations of confirming that the CommitmentsCollateral secures the Obligations as so increased. On the effective date Increase Effective Date, the Administrative Agent shall revise Schedule 2.1 to reflect the increase in Commitments and the allocation thereof, it being understood that (i) each Lender's Pro Rata Share shall be revised to reflect a fraction (expressed as a decimal, carried out to the ninth decimal place) the numerator of an increasewhich is the amount of the aggregate Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments of all Lenders, and (ii) the allocation of such Lender's Commitment shall be revised to reflect such Lender's Pro Rata Share of the Aggregate Commitments as so revised. DeVry shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep all outstanding Revolving Loans, Letter of Credit Obligations and other exposures Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.
(c) This Section shall be reallocated among Lenders, and settled by supersede any provisions in Sections 2.13 or 11.1 to the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentscontrary.
Appears in 1 contract
Sources: Credit Agreement (Devry Inc)
Increase in Commitments. The Borrowers may may, at any time prior to the expiration or termination of the Commitments, request an increase in the Commitments from time to time upon not less than 45 days’ prior notice delivered to the Agent, as long as (a) the each requested increase is in a minimum amount of $25,000,000 5,000,000.00 and is offered on terms identical to the same terms as existing CommitmentsCommitments (including, without limitation, with respect to pricing, fees and maturity), except for that the Borrowers may pay a closing fee in connection with such increase, such fee to be specified by Borrowers, but in no event to exceed 50 basis points of the Borrowersincreased Commitments, (b) total increases under this Section after the date hereof do not exceed $150,000,000 50,000,000.00 in the aggregate for all such increases, and no more than four (4) increases are made, made during the term of this Agreement and (c) no reduction in Commitments pursuant to Section 3.2 Default or Event of Default has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving and is continued or would be caused by such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver or any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitmentssubstantially concurrent borrowing thereunder. The Agent shall promptly notify Lenders in writing of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. No Lender shall be obligated to provide any increased Commitments unless it so agrees; provided, the Borrower shall first request such increase from each existing Lender in accordance with such Lender’s pro rata share of the existing Commitment (as of the date of such request) prior to approaching any other Person, and each such Lender may elect or decline, in its sole discretion, to provide such increase. If existing Lenders fail to commit to the full requested increaseincrease as contemplated above, Eligible Assignees may issue additional Commitments for any unallocated portion of the requested increase and shall become Lenders hereunderhereunder in accordance with the terms hereof. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders ▇▇▇▇▇▇▇ and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Borrower Agent, provided the conditions set forth in Section 6.2 are satisfied at such time. Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Agent reasonably deems appropriate to evidence the increase in and allocations of Commitments in accordance with the Commitmentsterms above. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by the Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Sources: Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.)
Increase in Commitments. The Borrowers (a) Company may from time to time prior to April 11, 2002, upon Requisite Notice to Administrative Agent (who shall promptly notify Lenders), request an increase in the combined Commitments from time to time upon notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 10,000,000 up to an aggregate increase of $25,000,000. Each Lender shall respond to Administrative Agent by Requisite Notice whether or not it agrees to increase its Commitment and, if so, by an amount equal to or less than its Pro Rata Share of such requested increase. If any Lender declines, or is deemed to have declined, to participate in any such increase to the full extent of its Pro Rata Share thereof, Company may request, through Administrative Agent, that (i) one or more other Lenders, in their sole and is offered on absolute discretion, increase their Commitment(s) by an aggregate amount equal to such shortfall and/or (ii) add a financial institution procured by Company which would qualify as an Eligible Assignee as a Lender with a Commitment equal to such shortfall (in which case the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (bprovisions of Section 10.22(b) increases shall apply). Each request delivered to Administrative Agent and Lenders under this Section do not exceed $150,000,000 in shall specify the aggregate and no more than four (4) increases time period within which Lenders are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitmentrespond. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. Administrative Agent shall notify Company and each Lender of Lenders' responses to each request made hereunder.
(b) If Lenders fail to commit to the full requested increaseany Commitments are increased in accordance with this Section, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Company shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date of an such increase (the "Effective Date"). Administrative Agent and Company shall promptly confirm in writing to Lenders the final allocation of such increase and the Effective Date. As a condition precedent to such increase, all outstanding Revolving LoansCompany shall deliver to Administrative Agent a certificate dated as of the Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of Company (i) certifying and attaching the resolutions adopted by each applicable Borrower Party approving or consenting to such increase and (ii) certifying that, Letter before and after giving effect to such increase, the representations and warranties contained in Section 5 are true and correct on and as of Credit Obligations the Effective Date and other exposures no Default or Event of Default exists. Company shall deliver new or amended Notes reflecting the increased Commitment of any Lender holding or requesting a Note. Administrative Agent shall distribute an amended Schedule 2.01 (which shall be reallocated among Lendersincorporated into this Agreement), to reflect any changes therein. Company shall prepay any Offshore Rate Loans outstanding on the Effective Date (and settled by pay any breakfunding costs in connection therewith pursuant to Section 3.05) to the Agent if necessary, extent necessary to keep outstanding Loans ratable with any revised Pro Rata Shares arising from a nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section.
(c) This section shall supercede any provisions in Section 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments from time to time upon notice to the Agent, as long as by an amount (afor all such requests) the requested not exceeding $200,000,000; provided that any such request for an increase is shall be in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to 25,000,000. To achieve the requested increase, (d) the Agent shall have received certified copies of Borrower may ask that one or more Lenders to increase their existing Commitments and the resolutions of Westlake approving such Borrower may invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent. In the event that the Borrower desires to ask all Lenders whether they are willing to increase in the their Commitments, the Borrower (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection consultation with the increase in Administrative Agent) shall specify the Commitmentstime period within which each Lender is requested to respond. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafterIn such case, each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunderincrease its Commitment. The Administrative Agent may allocate, shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer (i) certifying and attaching the resolutions approving or consenting to such increase, Letter and (ii) certifying that, before and after giving effect to such increase (A) the representations and warranties contained in Article V are true and correct on and as of Credit Obligations the Increase Effective Date, except to the extent that such representations and other exposures warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.02, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.(B)
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Provided no Default or Event of Default has occurred and is continuing and subject to Section 2.06, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments from time to time upon notice to the Agent, as long as provided that (ai) the requested each such increase is shall be in a minimum amount of $25,000,000 50,000,000 and is offered on (ii) the same terms as existing Commitments, except for a closing fee specified by aggregate of all increases in the Borrowers, (b) increases under this Section do Aggregate Commitments since the Closing Date shall not exceed $150,000,000 200,000,000. At the time of sending such notice, the Borrower (in consultation with the aggregate and Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no more event be less than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior ten Business Days from the date of delivery of such notice to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and Assignees, each with a minimum Commitment of $5,000,000, to become Lenders hereunder. The pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date of an each such increase (in each case, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and, (ii) including a Compliance Certificate demonstrating pro forma compliance with Section 7.08 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V are true and correct on and as of the Increase Effective Date and no Default or Event of Default has occurred and is continuing as of the Increase Effective Date. The Borrower shall deliver new or amended Revolving Loan Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans, Letter of Credit Obligations and other exposures Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.
(c) This Section shall be reallocated among Lenders, and settled by supersede any provisions in Section 10.01 to the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentscontrary.
Appears in 1 contract
Sources: Credit Agreement (Bj Services Co)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Aggregate Commitments, provided that after giving effect to all such increases, the Aggregate Commitments shall not exceed $1,050,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section 2.15, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five Borrower shall determine the Closing Date (45the “Increase Closing Date”) days following and the Borrowers’ increase requestfinal allocation of such increase. The AgentAdministrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Closing Date. As a condition precedent to such increase, the BorrowersBorrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Closing Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and new (ii) in the case of the Borrower, certifying that, before and existing after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of such Increase Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. On the Increase Closing Date, each Lender shall, to the extent necessary, make a payment to the Administrative Agent in an amount sufficient, upon the application of such payments by all Lenders shall execute and deliver such documents and agreements as to the Agent deems appropriate reduction of outstanding Revolving Loans held by the Lenders, to evidence cause the principal amount of Revolving Loans outstanding made by each Lender to be in the amount of its Pro Rate Share (after giving effect to the increase in and allocations the Aggregate Commitments in accordance with this Section 2.15) of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter . The Borrower hereby irrevocably authorizes each Lender to fund to the Administrative Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of Credit Obligations and other exposures shall be reallocated among Lenders, and settled the outstanding Revolving Loans held by the other Lenders. If, as a result of the repayment of Revolving Loans provided for in this Section 2.15, any payment of Eurodollar Rate Loans occurs on a day which is not the last day of the applicable Interest Period, the Borrower will pay to the Administrative Agent if necessary, for the benefit of any Lender holding a Eurodollar Rate Loan any loss or cost incurred by such Lender resulting therefrom in accordance with Lenders’ adjusted shares Section 3.05 to the extent a Eurodollar Rate Loan is paid on other than the last day of such Commitmentsan Interest Period as a result thereof.
(c) Upon the Increase Closing Date and the making of the payments described in Section 2.15(b), each new Lender and/or increasing Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Swing Line Loans and L/C Obligations in accordance with its Pro Rata Share.
(d) This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. The Borrowers may Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (a “Commitment Increase Notice”) to request an increase in the Commitments from time to time upon notice to aggregate Commitment (the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered increase requested on any occasion being referred to herein as the same terms as existing Commitments“Increase Amount”), except in an aggregate amount of up to US$150,000,000 for all such increases, to a closing fee specified by the Borrowers, maximum aggregate Commitment of US$450,000,000 (b) increases under this Section do not exceed $150,000,000 in less the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments amount of any Commitment reductions pursuant to Section 3.2 2.8); provided that at the time of the Commitment Increase Notice and at the time such request would become effective (i) no Default has occurred prior and is continuing or would exist after giving effect to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentCommitment, and (gii) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by Administrative Borrower will be in pro forma compliance with the Agent and the Arranger covenant in Section 6.7 after giving effect to any funding in connection with the such increase in the CommitmentsCommitment. The Commitment Increase Notice shall be delivered by the Administrative Agent to the Lenders and shall promptly notify Lenders of specify a time period selected by the Administrative Borrower within which each Lender is requested increase and, within to respond to such Commitment Increase Notice (which shall in no event be less than ten (10) Business Days thereafter, each from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase its CommitmentCommitment and, if so, the amount of such increase. Any such Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Administrative Borrower and each Lender of such other Lender’s responses to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders each request made hereunder. The Agent may allocate, in its discretion, After the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided expiration of the conditions time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld or delayed) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) and such Persons may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 8.2 are satisfied10.4(e). None of the Administrative Agent, total Commitments Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the Increase Amount. No consent of any Lender (other than any Lender providing a portion of the Increase Amount) shall be increased required to give effect to the Increase Amount. Any such increase in the Commitment shall become effective upon written notice by the requested amount Administrative Agent (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon which shall be promptly delivered by the Agent Administrative Agent) to the Administrative Borrower and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders and the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section 2.22 are made by an increase, Additional Lender to other Lenders at a time other than the end of an Interest Period in the case of all outstanding or any portion of Revolving Loans constituting Eurocurrency Loans, Letter CDOR Rate Loans or EURIBOR Loans, the Administrative Borrower shall pay to each of Credit Obligations and other exposures shall the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.22, the amount that would be reallocated among Lenders, and settled required to be paid by the Agent if necessary, in accordance with Lenders’ adjusted shares of Administrative Borrower pursuant to Section 2.15 had such Commitmentspayments been made directly by the Administrative Borrower.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Provided no Default or Event of Default exists, upon notice to the Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the third anniversary of the Closing Date, request an increase in the Total Facility Amount and the aggregate Commitments hereunder by an amount (for all such requests) not exceeding $50,000,000. At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Agent may allocateand its counsel.
(b) If the aggregate Commitments are increased in accordance with this Section, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five Borrower shall determine the effective date (45the “Increase Effective Date”) days following and the Borrowers’ increase requestfinal allocation of such increase. The AgentAgent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the BorrowersBorrower shall deliver to the Agent a certificate of each Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and new and existing Lenders shall execute and deliver such documents and agreements as (ii) in the Agent deems appropriate to evidence the increase in and allocations case of the CommitmentsBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 1.6, the representations and warranties contained in subsections (a) of Section 6.6 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), of Section 5.2, and (B) no Default or Event of Default exists. On the effective date of an increaseIncrease Effective Date, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures Schedule 1.1 shall be reallocated among Lendersdeemed to be deleted in its entirety and replaced with a new Schedule 1.1 reflecting the increased Commitments. The respective Lenders shall fund and/or be pre-paid, as applicable, any Loans outstanding on the Increase Effective Date (and settled by the Agent if necessary, Borrower shall pay any additional amounts required pursuant to Section 4.4) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any non-ratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section.
(c) This Section shall supersede any provisions in Sections 11.1 or 12.12 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Spherion Corp)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Commitments; provided that such increase(s) in the Aggregate Commitments hereunder, when combined with any increase(s) in the Aggregate Commitments (as such term is defined in the 364-Day Facility) requested by the Borrower pursuant to Section 2.14 of the 364-Day Facility, total no more than $100,000,000 in the aggregate. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than five Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The Agent may allocate, pursuant to a joinder agreement substantially in its discretionthe form of Exhibit G (a "Joinder").
(b) If the Aggregate Commitments are increased in accordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations determine within a reasonable period of the Commitments. On time the effective date (the "Increase Effective Date") and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all outstanding Revolving Loansmaterial respects on and as of the Increase Effective Date, Letter except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of Credit Obligations such earlier date, and other exposures except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.(B)
Appears in 1 contract
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon notice to the Agent, as long as (a) If at any time the requested Commitments shall be less than $500,000,000, the Borrower may, by written request to the Administrative Agent, request that the Lenders increase is the Commitments hereunder in a minimum such amount of $25,000,000 and is offered on that, when added together with the same terms as existing then- outstanding Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do shall not exceed $150,000,000 in 500,000,000, which amount shall be an integral multiple of $10,000,000; provided that, on and as of the Increase Date (as defined below), (i) if the aggregate and no more commitments under the Other Credit Agreement are less than four (4) increases are made$500,000,000, (c) no reduction in Commitments pursuant then such aggregate commitments shall be increased accordingly to Section 3.2 has occurred prior preserve the ratio of the aggregate commitments under the Other Credit Agreement to the requested increase, sum of (dA) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, Commitments hereunder plus (eB) the increased Commitments shall be on aggregate commitments under the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the AgentOther Credit Agreement, and (gii) the Borrowers no Event of Default or Unmatured Default has occurred and is continuing. Such increase shall pay, on demand, all fees and reasonable costs and expenses be effective as of a date which shall be any Business Day occurring not less than 25 days (including Attorney Costs) paid or incurred unless otherwise agreed to by the Agent Borrower and the Arranger in connection with Administrative Agent) nor more than 30 days from the increase in date of such written request (such date herein referred to as the Commitments"INCREASE DATE"). The Agent shall promptly notify Lenders Upon receipt of written notice of such request from the requested increase and, within ten (10) Business Days thereafterAdministrative Agent, each Lender shall notify have the Agent if and opportunity, in its sole discretion, no later than 20 days after the date on which the Borrower's request shall have been received by the Administrative Agent, to what extent such Lender commits commit to increase its Commitment; provided that no Commitment by written notice to the Administrative Agent setting forth the amount by which such Lender shall have any obligation proposes to increase its CommitmentCommitment (each such Lender an "EXISTING LENDER"). Any Lender not responding within such period shall To the extent that the aggregate amount of the proposed increases is less than the aggregate amount of the increase requested by the Borrower, the Borrower may either (x) request the Administrative Agent to solicit the Lenders for further increases in their respective Commitments, (y) amend the original request by reducing the amount by which the Commitments are requested to be deemed increased to have declined an increase. If Lenders fail to commit amount equal to the full requested increase, Eligible Assignees may issue additional aggregate amount of the proposed increases of the Commitments and become Lenders hereunder. The Agent may allocateor (z) request that the Administrative Agent, in its reasonable discretion, accept the increased Commitments among committing participation in the proposed increase of one or more additional financial institutions (each an "ADDITIONAL LENDER"), provided that the minimum commitment of each such Additional Lender equals or exceeds $10,000,000. If the Administrative Agent shall accept the proposed increases of the Existing Lenders andand the Additional Lenders, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested aggregate amount (or such lesser of the proposed increases on and as of the Increase Date. The Administrative Agent shall allocate the increased amount committed by pro rata among the Existing Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Additional Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such their respective Commitments.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may on a one time basis, request an increase in the Aggregate Commitments by an amount not to exceed in the aggregate $50,000,000,as an increase to the Revolving Commitment and/or the Term Loan Commitments then outstanding and/or a separate term loan B commitment, provided that any term loan B shall not, at any time or in any respect amortize in time or percentage of outstanding principal amount greater than the amortization of the existing Term Loan. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, to the extent the Lenders do not agree to such requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in Section 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists.
(c) In connection with the increase of the Term Loan Commitments pursuant to this Section 2.14, the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Borrower and the Administrative Agent may allocate, take all such actions as may be necessary to ensure that all Lenders with outstanding Committed Term Loans of the respective tranche continue to participate in its discretion, each Borrowing of outstanding Committed Term Loans of such tranche (after giving effect to the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or incurrence of Committed Term Loans of such lesser amount committed by Lenders and Eligible Assigneestranche) on a date prorata basis, including by adding the Committed Term Loans to be so incurred to the then outstanding Borrowings of Committed Term Loans of such tranche on a prorata basis even though as a result thereof such new Committed Term Loans (to the extent required to be maintained as Eurodollar Loans) may effectively have a shorter Interest Period than the then outstanding Borrowings of Committed Term Loans of such tranche, and it is hereby agreed upon that to the extent any then outstanding Borrowings of Committed Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the type described in Section 3.05 incurred by such Lenders in connection therewith shall be for the Agent and account of the BorrowersBorrower. At the time of any increase of the Revolving Loan Commitments pursuant to this Section 2.14, but no later than forty-five (45) days following the Borrowers’ increase request. The Borrower shall, in coordination with the Administrative Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations repay outstanding Revolving Loans of certain of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessaryincur additional Revolving Loans from certain other Lenders, in accordance each case to the extent necessary so that all of the Lenders with Lenders’ adjusted shares Revolving Commitments participate in each outstanding Borrowing of Revolving Loans prorata on the basis of their respective Revolving Commitments (after giving effect to any increase in the aggregate Revolving Commitments pursuant to this Section 2.14) and with the Borrower being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.14 in connection with any such Commitmentsrepayment and/or Borrowing.
(d) This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Coast Casinos Inc)
Increase in Commitments. The Borrowers may request an increase in the Commitments from time to time upon notice to the Administrative Agent, as so long as (aA) no Default or Event of Default exists, (B) the requested increase is in a minimum amount of $25,000,000 10,000,000 (plus any increment of $5,000,000 in excess thereof) and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, and (bC) increases under this Section subclause do not exceed $150,000,000 50,000,000 in the aggregate and no more than four three (43) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Administrative Agent shall promptly notify the Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Administrative Agent if and to what extent such Lender commits to increase its Commitment; provided that . Although each Lender shall have a right of first refusal to obtain a Pro Rata Share of the requested Commitment increase, no Lender shall have any obligation be obligated to commit to increase its Commitment, which decision shall be made in the sole discretion of such Lender. Any Lender not responding within such period shall be deemed to have declined an increase. If the Lenders fail to commit to the full requested increase, subject to approval by the Borrowers’ Agent (which approval shall not be unreasonably withheld), Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Administrative Agent may allocate, in its reasonable discretion, the increased Commitments among committing the Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfiedsatisfied and a successful syndication of the requested increase, total Commitments shall be increased by the requested amount (or such lesser amount committed by the Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers’ Agent, but no later than forty-five thirty (4530) days following the Borrowers’ increase request. The Administrative Agent, the Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Administrative Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures under the Commitments shall be reallocated among the Lenders, and settled by the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Sources: Credit Agreement (Kforce Inc)
Increase in Commitments. The Borrowers (a) Provided there exists no Default or Event of Default, upon notice to the Agent (which shall promptly notify Lenders), the Borrower may from time to time request an increase in the Aggregate Commitments up to an aggregate of $25,000,000. At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Agent shall notify the Borrower and each Lender of Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The Agent may allocate, pursuant to a joinder agreement in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders form and Eligible Assignees) on a date agreed upon by substance satisfactory to the Agent and its counsel.
(b) If the BorrowersAggregate Commitments are increased in accordance with this Section, but no later than forty-five (45) days following Agent and the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the "Increase Effective Date") and the final allocation of an such increase. Agent shall promptly notify the Borrower and Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all the Borrower shall deliver to Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and, (ii) in the case of the Borrower, including a Compliance Certificate demonstrating pro forma compliance with Section 7.12 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V are true and correct on and as of the Increase Effective Date and no Default or Event of Default exists. The Borrower shall deliver new or amended Committed Loan Notes reflecting the increased Commitment of any Lender holding or requesting a Note. Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrower shall prepay any Committed Loans outstanding Revolving on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section; provided that in the case of any Committed Loans denominated in an Alternative Currency, no such prepayment may be made other than on the last day of the applicable Interest Period for such Committed Loans, Letter of Credit Obligations and other exposures unless Lenders consent thereto.
(c) This Section shall be reallocated among Lenders, and settled by supersede any provisions in Section 10.01 to the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentscontrary.
Appears in 1 contract
Increase in Commitments. The (a) Provided there exists no Default, upon notice to Agent (which shall promptly notify the Lenders) at any time prior to June 30, 2006, the Borrowers may on a one-time basis without payment of an underwriting fee to Agent, request an increase in the Aggregate Commitments under the Revolving Committed Amount by an amount not exceeding $8,000,000. At the time of sending such notice, the Borrowers (in consultation with Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, Lenders).
(b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentApplicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment.
(c) The Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. If Lenders fail to commit to To achieve the full amount of a requested increase, the Borrowers may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunderpursuant to a joinder agreement in form and substance satisfactory to Agent and its counsel. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments There shall be no fee for increasing the Revolving Committed Amount under this Section 2.16 other than payment of Agent’s requisite Attorney Costs incurred in connection with documentation of such increase pursuant to this Section 2.16.
(d) If the Aggregate Commitments are increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the in accordance with this Section 2.16, Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrowers shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date of an such increase (the “Increase Effective Date”) and the final allocation of such increase. Agent and the Borrowers shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date.
(e) As a condition precedent to such increase, all outstanding Revolving Loansthe Borrowers shall deliver to Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, Letter and, (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V are true and correct on and as of Credit Obligations the Increase Effective Date, except to the extent that such representations and other exposures warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and settled by (B) no Default exists. Borrowers shall prepay any Loans outstanding on the Agent if necessary, Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising form any nonratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section 2.16.
(f) This Section 2.16 shall supercede any provisions in Sections 2.13 and 10.01 to the contrary.
Appears in 1 contract
Increase in Commitments. The Borrowers (i) At any time, the Company (on behalf of itself and the other Borrowers) may request an increase in that the Commitments from time to time upon notice to Aggregate Commitment be increased; provided that, without the Agentprior written consent of all of the Lenders, as long as (a) the requested increase is Aggregate Commitment shall at no time exceed $200,000,000 minus the aggregate amount of all reductions in the Aggregate Commitment previously made pursuant to Section 2.5(A) or (B); (b) the Company shall not make any such request during the six month period following any reduction in the Aggregate Commitment previously made pursuant to Section 2.5(A) or (B); (c) the Company shall not be entitled to make more than one such request during the term of this Agreement; and (d) each such request shall be in a minimum amount of at least $25,000,000 and is offered on increments of $1,000,000 in excess thereof. Such request shall be made in a written notice given to the same terms as existing Commitments, except for a closing fee specified Administrative Agent and the Lenders by the Borrowers, Company not less than twenty (b20) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred Business Days prior to the requested proposed effective date of such increase, which notice (da "Commitment Increase Notice") shall specify the Agent shall have received certified copies amount of the resolutions of Westlake approving such proposed increase in the CommitmentsAggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, (e) each of the increased Commitments Lenders shall be on given the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger opportunity to participate in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify ratably in proportions that their respective Commitments bear to the Agent if and to what extent such Lender commits to increase its Aggregate Commitment; provided that no . No Lender shall have any obligation to increase its CommitmentCommitment pursuant to a Commitment Increase Notice. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit On or prior to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount date that is fifteen (or such lesser amount committed by Lenders and Eligible Assignees15) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations Business Days after receipt of the Commitments. On Commitment Increase Notice, each Lender shall submit to the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled Administrative Agent a notice indicating the maximum amount by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.which it is willing to increase its
Appears in 1 contract
Increase in Commitments. The (a) Provided no Default or Event of Default exists, upon written notice to the Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, request an increase in the Commitments from time to time upon notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 Total Facility Amount and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and Commitments hereunder by an amount (for all such requests that are satisfied) not exceeding $75,000,000. Such notice shall specify the time period within which each Lender is requested to respond (which shall in no more event be less than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each from the date of delivery of such notice to the Lenders). Each Lender shall notify the Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an to increase its Commitment. No Lender declining to increase its Commitment in connection with such a request shall be entitled to fees, if any, paid in connection with such Commitment increase. If Lenders fail The Agent shall notify the Borrowers and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance acceptable to the Agent may allocateand subject to a $5,000,000 minimum Commitment amount for each such Eligible Assignee.
(b) If the aggregate Commitments are increased in accordance with this Section, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five Borrowers shall determine the effective date (45the "Increase Effective Date") days following and the Borrowers’ increase requestfinal allocation of such increase. The AgentAgent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrowers shall deliver to the Agent a certificate of each Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and new after giving effect to such increase, (A) the representations and existing Lenders shall execute warranties contained in Article 6 and deliver such documents the other Loan Documents are true and agreements correct on and as the Agent deems appropriate to evidence the increase in and allocations of the CommitmentsExtension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 1.6, the representations and warranties contained in subsection (a) of Section 6.6 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), of Section 5.2, and (B) no Default or Event of Default exists. On the effective date of an increaseIncrease Effective Date, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures Schedule 1.1 shall be reallocated among Lendersdeemed to be deleted in its entirety and replaced with a new Schedule 1.1 reflecting the increased Commitments. The respective Lenders shall fund and/or be pre-paid, as applicable, any Loans outstanding on the Increase Effective Date (and settled by the Agent if necessary, Borrowers shall pay any additional amounts required pursuant to Section 4.4) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any non-ratable increase in accordance with Lenders’ adjusted shares of such Commitmentsthe Commitments under this Section.
(c) This Section shall supersede any provisions in Sections 11.1 to the contrary.
Appears in 1 contract
Increase in Commitments. The (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may may, from time to time through and including December 19, 2004, request an increase in the Aggregate Commitments by a minimum principal amount (for all such requests) of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $15,000,000. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also invite additional Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, acceptable to the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the BorrowersBorrowers to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(b) If the Aggregate Commitments are increased in accordance with this Section, but no later than forty-five the Administrative Agent and the Borrowers shall determine the effective date (45the “Increase Effective Date”) days following and the Borrowers’ increase requestfinal allocation of such increase. The AgentAdministrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and new after giving effect to such increase, (A) the representations and existing Lenders warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.13, the representations and warranties contained in Sections 5.5 and 5.6 shall execute be deemed to refer to the most recent statements furnished pursuant to subsections (a) and deliver such documents (b), respectively, of Section 6.1.1, and agreements as (B) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Agent deems appropriate Increase Effective Date (and pay any additional amounts required pursuant to evidence Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section.
(c) This Section shall supersede any provisions in Sections 2.13 or 9.1 to the contrary. Section 2.13 is sharing of payments and allocations of the Commitments. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitmentssection 9.1 is voting on amendments.”
Appears in 1 contract
Sources: Credit Agreement (Andrew Corp)
Increase in Commitments. (a) The Borrowers may request an increase in the Commitments from time to time upon Borrower, by written notice to the Administrative Agent, as long as (a) may request that the requested increase is in a minimum Class D Commitments be increased; provided that the aggregate amount of $25,000,000 and is offered on by which the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under Class D Commitments are increased pursuant to this Section do after the Restatement Effective Date shall not exceed $150,000,000 in the aggregate and no more than four 150,000,000. Such notice shall set forth (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (di) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase and, within ten and (10ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days thereafteror more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class D Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Class D Commitment; provided that no , by its Applicable Class D Percentage of the proposed increased amount. Each such Class D Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class D Commitment. Any , by all or a portion of the offered amount (each Class D Lender so agreeing being an “Increasing Lender”) or decline to increase its Class D Commitment (and any such Class D Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Class D Commitment) (each such Class D Lender so declining or deemed to have declined being a “Non-Increasing Lender”). If Lenders fail to commit In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the full first sentence of this paragraph, the Class D Lenders shall have agreed pursuant to the preceding sentence to increase their Class D Commitments by an aggregate amount less than the increase in the total Class D Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class D Lender, to extend Class D Commitments or increase their existing Class D Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class D Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class D Commitment and/or its status as a Class D Lender hereunder. Any increase in the total Class D Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.
(b) On the effective date (the “Increase Effective Date”) of any increase in the Class D Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class D Revolving Loans are outstanding, the Borrower (i) shall prepay all Class D Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class D Revolving Loans in accordance with this Agreement, which Class D Revolving Loans shall be made by the Class D Lenders ratably in accordance with their respective Applicable Class D Percentage (calculated after giving effect to the Class D Commitment Increase); provided that such prepayment of Class D Revolving Loans pursuant to this paragraph shall not be required if such Class D Commitment Increase is effected entirely by ratably increasing the Class D Commitments of the existing Class D Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15.
(c) Increases and new Class D Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.
(d) Notwithstanding the foregoing, no increase in the total Class D Commitments (or in the Class D Commitment of any Class D Lender) or addition of a new Class D Lender shall become effective under this Section unless (i) on the effective date of such increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments 4.02 shall be increased by the requested amount (or satisfied as though a Borrowing were being made on such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the BorrowersAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, but no later than forty-five (45ii) days following the Borrowers’ Administrative Agent shall have received (with sufficient copies for each of the Class D Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (e) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase request. The Agent(or, the Borrowers, and new and existing Lenders shall execute and deliver if such documents and agreements as delivered on the Agent deems appropriate to evidence the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and allocations of effect on the Commitments. On the effective date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class D Lender or Augmenting Lender shall participate in such increase in an increase, all outstanding Revolving Loans, Letter of Credit Obligations amount exceeding $50,000,000 and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments(iv) no Default exists or would exist after giving effect thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (American Axle & Manufacturing Holdings Inc)
Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may up to two (2) times within three (3) years from the date of this Agreement, request an increase in the Aggregate Commitments from time to time upon notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except in multiples of $10,000,000 for a closing fee specified each increase and by the Borrowers, (b) increases under this Section do an amount not exceed exceeding $150,000,000 100,000,000 in the aggregate and no more than four aggregate. At the time of sending such a notice, the Borrower (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection consultation with the increase Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within no event be less than ten (10) Business Days thereafter, each from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentApplicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to commit to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees may issue additional Commitments and to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the “Increase Effective Date”) and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 6.5 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.1, and (B) no Default exists. The Borrower shall prepay any Committed Loans outstanding Revolving Loanson the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.
(c) Alternatively, any portion of the increase described in Section 2.16(a) may be structured as a separate, pari passu term loan under terms and conditions mutually satisfactory to the Company and the Administrative Agent. However, the principal amount of any such term loan will not be included in the Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such CommitmentsSwing Line Sublimits.
Appears in 1 contract
Increase in Commitments. The Borrowers may (a) Provided there exists no Default and that previously there has not occurred any voluntary or mandatory reduction in the Aggregate Commitments, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, on a one-time basis, request an increase in the Aggregate Commitments by an amount such that, after giving effect to any such increase, the Aggregate Commitments shall not exceed $25,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from time to time upon the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the CommitmentsLenders). The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentPro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an increaseto increase its Commitment. If Lenders fail The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to commit to each request made hereunder. To achieve the full amount of a requested increase, Eligible Assignees the Borrower may issue additional Commitments and also invite one of AllFirst Bank or Wachovia Bank, N.A. to become Lenders hereunder. The pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent may allocate, and its counsel.
(b) If the Aggregate Commitments are increased in its discretionaccordance with this Section, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Administrative Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders Borrower shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On determine the effective date (the "Increase Effective Date") and the final allocation of an such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, all outstanding Revolving Loansthe Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, Letter and (ii) in the case of Credit Obligations the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other exposures Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be reallocated among Lendersdeemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, and settled by the Agent if necessary, in accordance with Lenders’ adjusted shares of such Commitments.(B)
Appears in 1 contract
Sources: Credit Agreement (Neustar Inc)
Increase in Commitments. (a) The Borrowers may request an increase in the Commitments from time to time upon Company may, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), as long as (a) request that the requested increase is in a minimum total Commitments be increased by an amount of not less than $25,000,000 and is offered on for any such increase; provided that after giving effect to any such increase the same terms as existing Commitments, except for a closing fee specified by sum of the Borrowers, (b) increases under this Section do total Commitments shall not exceed $150,000,000 in 250,000,000 minus any amount by which the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments shall have been reduced pursuant to Section 3.2 has occurred prior to 2.07. Such notice shall set forth the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase and, within ten in the total Commitments and the date on which such increase is requested to become effective (10) which shall be not less than 10 Business Days thereafteror more than 60 days after the date of such notice), and shall offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Company and the Administrative Agent given not more than 10 days after the date of the Company’s notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not responding deliver such a notice within such period of 10 days shall be deemed to have declined an increaseto increase its Commitment). If Lenders fail to commit In the event that, on the 10th day after the Company shall have delivered a notice pursuant to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretionfirst sentence of this paragraph, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as have agreed pursuant to the Agent deems appropriate preceding sentence to evidence increase their Commitments by an aggregate amount less than the increase in and allocations the total Commitments requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the CommitmentsAdministrative Agent (which approval shall not be unreasonably withheld) and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. On Any increase in the effective date of total Commitments may be made in an increase, all outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated among Lenders, and settled amount which is less than the increase requested by the Agent Company if necessarythe Company is unable to arrange for, in accordance with or chooses not to arrange for, Augmenting Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Sources: Credit Agreement (Hubbell Inc)
Increase in Commitments. The Borrowers may may, at any time prior to the expiration or termination of the Commitments, request an increase in the Commitments from time to time upon not less than 45 days’ prior notice delivered to the Agent, as long as (a) the each requested increase is in a minimum amount of $25,000,000 5,000,000.00 and is offered on terms identical to the same terms as existing CommitmentsCommitments (including, without limitation, with respect to pricing, fees and maturity), except for that the Borrowers may pay a closing fee in connection with such increase, such fee to be specified by Borrowers, but in no event to exceed 50 basis points of the Borrowersincreased Commitments, (b) total increases under this Section after the date hereof do not exceed $150,000,000 25,000,000.00 in the aggregate for all such increases, and no more than four (4) increases are made, made during the term of this Agreement and (c) no reduction in Commitments pursuant to Section 3.2 Default or Event of Default has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving and is continued or would be caused by such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver or any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitmentssubstantially concurrent borrowing thereunder. The Agent shall promptly notify Lenders in writing of the requested increase and, within ten (10) Business Days thereafter, each Lender shall notify the Agent if and to what extent such Lender commits to increase its Commitment; provided that no Lender shall have any obligation to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. No Lender shall be obligated to provide any increased Commitments unless it so agrees; provided, the Borrower shall first request such increase from each existing Lender in accordance with such Lender’s pro rata share of the existing Commitment (as of the date of such request) prior to approaching any other Person, and each such Lender may elect or decline, in its sole discretion, to provide such increase. If existing Lenders fail to commit to the full requested increaseincrease as contemplated above, Eligible Assignees may issue additional Commitments for any unallocated portion of the requested increase and shall become Lenders hereunderhereunder in accordance with the terms hereof. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in Section 8.2 are satisfied, total Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders ▇▇▇▇▇▇▇ and Eligible Assignees) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Borrower Agent, provided the conditions set forth in Section 6.2 are satisfied at such time. Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as the Agent reasonably deems appropriate to evidence the increase in and allocations of Commitments in accordance with the Commitmentsterms above. On the effective date of an increase, all outstanding Revolving Loans, Letter of Credit Obligations the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by the Agent if as necessary, in accordance with Lenders’ adjusted shares of such Commitments.
Appears in 1 contract
Sources: Loan and Security Agreement (Chicago Atlantic Real Estate Finance, Inc.)
Increase in Commitments. (a) The Borrowers Borrower may request an increase in the Commitments at any time and from time to time upon not later than six months prior to the Maturity Date, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), as long as (a) request that the requested increase is in a minimum total Commitments be increased by an amount of at least $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, (b) increases under this Section do occasion of any increase and not exceed in excess of $150,000,000 100,000,000 in the aggregate under this Agreement and no more than four (4) increases are madethe 364-day Credit Agreement, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be being entered into on the same terms and conditions as date hereof. Such notice shall set forth the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders amount of the requested increase andin the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 15 days or more than 30 days after the date of such notice), within ten (10) Business Days thereafter, and shall offer each Lender shall notify the Agent if and to what extent such Lender commits opportunity to increase its Commitment; provided that no Commitment by its Applicable Percentage of the proposed increased amount. Each Lender shall have any obligation shall, by notice to the Borrower and the Administrative Agent given not more than 15 days after the date of the Borrower's notice, either agree to increase its Commitment. Any Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender") or decline to increase its Commitment (and any Lender that does not responding deliver such a notice within such period of 15 days shall be deemed to have declined an increaseto increase its Commitment) (each Lender so declining or deemed to have declined being a "Non- Increasing Lender"). If Lenders fail to commit In the event that, on the 15th day after the Borrower shall have delivered a notice pursuant to the full first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder. Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwith standing the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the date of such increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. The Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth in paragraphs (a),(b) and (c) of Section 8.2 are satisfied, total Commitments 4.02 shall be increased by the requested amount satisfied (or with all references in such lesser amount committed by Lenders and Eligible Assigneesparagraphs to a Borrowing being deemed to be references to such increase) on a date agreed upon by the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, Administrative Agent shall have received a certificate to that effect dated such date and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations executed by a Financial Officer of the Commitments. Borrower and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase.
(b) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to paragraph (a) above (the "Commitment Increase"), (i) the aggregate principal amount of the Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the relevant Commitment Increase shall pay to the Administrative Agent in same day funds an increase, all outstanding Revolving amount equal to the difference between (A) the product of (1) such Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of the related Initial Loans, Letter (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of Credit Obligations (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings, and other exposures (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of the related Initial Loans, and (B) the product of (1) such Non- Increasing Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings, (v) after the effectiveness of such Commitment Increase, the Borrower shall be reallocated among Lenders, deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of related Initial Loans and settled by of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent if necessary, in accordance with Lenders’ adjusted shares Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each related Subsequent Borrowing (calculated after giving effect to such CommitmentsCommitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the related Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the relevant Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Increase in Commitments. The Borrowers (a) So long as no Default exists, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request an increase in the Commitments from time to time upon request increases in the Aggregate Commitments; provided that (i) any request for an increase shall be in the amount of $10,000,000 or a higher integral multiple of $5,000,000, and (ii) the aggregate amount of all such increases during the term of this Agreement shall not exceed $150,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Agent, as long as (a) the requested increase is in a minimum amount of $25,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by the Borrowers, Lenders).
(b) increases under this Section do not exceed $150,000,000 in the aggregate and no more than four (4) increases are made, (c) no reduction in Commitments pursuant to Section 3.2 has occurred prior to the requested increase, (d) the Agent shall have received certified copies of the resolutions of Westlake approving such increase in the Commitments, (e) the increased Commitments shall be on the same terms and conditions as the existing Commitments, (f) the Borrowers shall deliver any legal opinions or other documents reasonably requested by the Agent, and (g) the Borrowers shall pay, on demand, all fees and reasonable costs and expenses (including Attorney Costs) paid or incurred by the Agent and the Arranger in connection with the increase in the Commitments. The Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days thereafter, each Each Lender shall notify the Administrative Agent if and to what extent within such Lender commits time period whether or not it agrees to increase its Commitment; provided that no Lender shall have any obligation to increase Commitment and, if so, whether by an amount equal to, greater than, or less than its CommitmentApplicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined an to increase its Commitment.
(c) The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Persons qualifying as Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(d) If the Aggregate Commitments are increased in accordance with this Section 2.13, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. If The Administrative Agent shall promptly notify the Borrower and the Lenders fail of the final allocation of such increase and the Increase Effective Date.
(e) As a condition precedent to commit such increase, the Borrower shall deliver to the full requested Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by an Authorized Officer (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, Eligible Assignees and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (B) no Default exists.
(f) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Borrower, the Administrative Agent and the Lenders may issue additional Commitments make arrangements reasonably satisfactory to such parties to permit a Lender that is increasing its Commitment (including any new Lender) to temporarily hold risk participations in the outstanding Loans of the other Lenders (rather than fund its Applicable Percentage of all outstanding Loans concurrently with the applicable increase) with a view toward minimizing break funding costs (as contemplated by Section 2.17 below) and become Lenders hereundertransfers of funds in connection with any increase in the Aggregate Commitment. The Agent may allocate, Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence) any Eurodollar Loans must be prepaid or converted (in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Provided the conditions set forth whole or in Section 8.2 are satisfied, total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assigneespart) on a date agreed upon by day other than the Agent and the Borrowers, but no later than forty-five (45) days following the Borrowers’ increase request. The Agent, the Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as the Agent deems appropriate to evidence the increase in and allocations of the Commitments. On the effective date last day of an increase, all Interest Period therefor to keep the outstanding Revolving Loans, Letter of Credit Obligations and other exposures shall be reallocated Loans ratable among Lenders, and settled by the Agent if necessary, Lenders in accordance with Lenders’ adjusted shares their revised Commitments, then such prepayment or conversion shall be subject to the provisions of such CommitmentsSection 2.17.
Appears in 1 contract