Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Date, upon written notice to the Agent, cause an increase or series of increases in the Revolving Committed Amount of up to the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00); provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditions: (i) the Borrower shall obtain commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy the requirements of an Eligible Assignee, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable to the Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent); (ii) if any Revolving Loans are outstanding at any time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.06) as may be necessary to give effect to the revised Revolving Commitment Percentages and amounts of Revolving Commitments; (iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount; (iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments; (v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase; (vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect; (vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and (viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments and Revolving Commitment Percentages of the Lenders, and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Agent and the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing Lenders.
Appears in 1 contract
Sources: Credit Agreement (Lecroy Corp)
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six three (363) months years following the Closing Date, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of by up to the aggregate amount of such increases of Ten Million Dollars ONE HUNDRED MILLION DOLLARS ($10,000,000.00100,000,000) (to a total an aggregate Revolving Committed Amount of amount not more than Fifty Million Dollars FOUR HUNDRED TWENTY MILLION DOLLARS ($50,000,000.00420,000,000)); provided that each of such increases increase shall be conditioned and effective upon the satisfaction of the following conditions:
(i) the Borrower Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy reasonably acceptable to the requirements of an Eligible AssigneeAdministrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form and substance of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent);
(ii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less);
(iii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.063.05) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitmentscommitment amounts;
(iiiiv) the Borrower Borrowers shall pay to M&T for its own account the Administrative Agent and the Arranger all fees required under the Fee Engagement Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(ivv) the Borrower Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;commitment amounts; and
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement 4.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In The Borrower Representative shall not be permitted to cause more than four (4) increases in the event that Aggregate Revolving Committed Amount following the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersClosing Date.
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six upon thirty (3630) months following the Closing Date, upon days advance written notice to the Agent, cause an the Borrower shall have the right, at any time and from time to time during the Commitment Period, to increase or series of increases the Revolving Commitments by up to $35,000,000 in the aggregate (to an Aggregate Revolving Committed Amount of up to the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00300 million); provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditions:
(i) the Borrower any such increase shall obtain commitments for the be in a minimum principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or the increase from existing Lenders or from other commercial banks or financial institutions that satisfy the requirements of an Eligible Assigneeremaining amount, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable to the Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consentif less);
, (ii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts amount owing under Section 3.062.12) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and commitment amounts of Revolving Commitments;
the Banks and (iii) the Borrower conditions to Extensions of Credit in Section 3.02 shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the be true and correct. An increase in the Aggregate Revolving Committed Amount;
Amount hereunder shall be subject to satisfaction of the following: (ivA) the amount of such increase shall be offered first to the existing Banks, and in the event the additional commitments which existing Banks are willing to take shall exceed the amount requested by the Borrower, then in proportion to the commitments of such existing Banks willing to take additional commitments, and (B) if the amount of the additional commitments requested by the Borrower shall have executed any new or amended exceed the additional commitments which the existing Banks are willing to take, then the Borrower may invite other commercial banks and restated Notes (financial institutions reasonably acceptable to the extent requested Agent to join this Credit Agreement as Banks hereunder for the portion of commitments not taken by existing Banks, provided that such other commercial banks and financial institutions shall enter into such joinder agreements to give effect thereto as the Lenders) to reflect Agent and the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfiedmay reasonably request. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised Commitments pursuant to reflect the modified Revolving Commitments and Revolving Commitment Percentages of the Lenders, and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Agent and the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing Lenders.this
Appears in 1 contract
Sources: Revolving Credit Agreement (Healthcare Realty Trust Inc)
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six two (362) months years following the Closing Date, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of by up to the aggregate amount of such increases of Ten Million Dollars ONE HUNDRED MILLION DOLLARS ($10,000,000.00100,000,000) (to a total an aggregate Revolving Committed Amount of amount not more than Fifty Million Dollars THREE HUNDRED MILLION DOLLARS ($50,000,000.00300,000,000)); provided that each of such increases increase shall be conditioned and effective upon the satisfaction of the following conditions:
(i) the Borrower Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy reasonably acceptable to the requirements of an Eligible AssigneeAdministrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form and substance of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent);
(ii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less);
(iii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.063.05) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitmentscommitment amounts;
(iiiiv) the Borrower Borrowers shall pay to M&T for its own account the Administrative Agent and the Arranger all fees required under the Fee Engagement Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(ivv) the Borrower Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;commitment amounts; and
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement 4.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In The Borrower Representative shall not be permitted to cause more than four (4) increases in the event that Aggregate Revolving Committed Amount following the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersClosing Date.
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, The Parent may at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Datefrom time to time, upon prior written notice by the Parent to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of Commitments by up to SEVENTY-FIVE MILLION US DOLLARS (US$75,000,000) with additional Revolving Commitments from any existing Lender or new Revolving Commitments from any other Person selected by the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00)Parent and approved by the Administrative Agent in its reasonable discretion; provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditionsthat:
(i) no Default shall be continuing at the Borrower time of any such increase;
(ii) no existing Lender shall obtain commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy the requirements of an Eligible Assignee, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable to the Agent (it being understood that in no case shall be under any Lender be required obligation to increase its Revolving Commitment without and any such decision whether to increase its written consent)Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(iiiii) any such increase shall be in a minimum principal amount of US$5 million and in integral multiples of US$5 million in excess thereof;
(iv) the Parent shall be permitted to increase the Aggregate Revolving Commitments under this Section on no more than three separate occasions;
(v) any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent in its reasonable discretion;
(vi) the Loan Parties will provide such supporting resolutions, legal opinions and other items as the Administrative Agent may request in its reasonable discretion;
(vii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding breakage or other amounts owing under pursuant to Section 3.063.05) as may be necessary to give effect to the revised Revolving Commitment Percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding ObligationsApplicable Percentages; and
(viii) all other conditions if the Indebtedness (or the commitment to extend Indebtedness) under the making Bright India Loan Documents is increased to an amount in excess of a $10 million, then the amount by which the Parent is permitted to increase the Revolving Loan set forth in Commitments pursuant to this Section 5.02 of this Agreement 2.01(b) shall be satisfieddecreased by the amount of such excess. In connection with any such increase in the Aggregate Revolving Commitments, the Administrative Agent shall revise Schedule 2.01 shall be revised to reflect the modified new Revolving Commitments and Revolving Commitment Applicable Percentages of and shall distribute such revised Schedule to the Lenders, and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Agent and the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing Lenders.
Appears in 1 contract
Sources: Credit Agreement (Brightpoint Inc)
Increase in Revolving Commitments. Subject The Company from time to the terms and conditions set forth herein, the Borrower time may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Date, upon by written notice to the Administrative Agent, cause request an increase or series of increases in the Revolving Committed Amount of up to the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00); provided that each of such increases shall be conditioned and effective upon the satisfaction of Commitments on the following conditionsterms:
(i) the Borrower shall obtain commitments for the The aggregate amount of the increase from existing Lenders all such increases shall not exceed $100,000,000 (each of which shall be in a minimum amount of $25,000,000 or from other commercial banks or financial institutions that satisfy the requirements increments of an Eligible Assignee, which other commercial banks and financial institutions shall join $5,000,000 in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable to the Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consentexcess thereof);
(ii) if any Revolving Loans are outstanding at any time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.06) as may No Lender will be necessary obligated to give effect to the revised Revolving Commitment Percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T provide or commit for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;
(viiii) no event If one or condition shall have occurred more of the Lenders or other Persons reasonably satisfactory to the Administrative Agent and the Company are willing to commit to provide such increase, such increase will be continuing effective on the date the Administrative Agent receives an amendment to this Agreement executed by the Company, the Administrative Agent and such Lender or other Person, adding, in the case of an existing Lender, such commitment to Exhibit 2.01(a) and, in the case of a Person not then already a Lender, confirming that is likely to have such Person has become a Material Adverse EffectLender for all purposes of this Agreement;
(viiiv) The Borrower On the effective date of such amendment, each Lender or other Person committing to provide such increase shall fund Conventional Revolving Loans in an amount equal to its Applicable Revolver Percentage (after giving effect to such amendment) of the aggregate Conventional Revolving Loans outstanding immediately before giving effect to such amendment, and the proceeds of such funding shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior applied to incurring any such increase and repay on a proforma pro rata basis on the date any such increase is incurred, after Conventional Revolving Loans outstanding before giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligationsamendment (and Section 2.02(e) shall apply to such repayment); and
(viiiv) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfied. In connection with any such increase in increase, the Revolving CommitmentsCompany shall deliver to the Administrative Agent such documents as the Administrative Agent may reasonably require, Schedule 2.01 shall be revised including a favorable written opinion (addressed to reflect the modified Revolving Commitments and Revolving Commitment Percentages of the Lenders, and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In Lenders) and other certificates and documents similar to those delivered on the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersClosing Date.
Appears in 1 contract
Sources: Credit Agreement (Cox Radio Inc)
Increase in Revolving Commitments. Subject to On or after the terms Second Amendment Closing Date, FMCH and conditions set forth herein, the Borrower FMCAG may, at any from time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Dateto time, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of by up to the aggregate amount of such increases of Ten Million Dollars SEVENTY-FIVE MILLION DOLLARS ($10,000,000.00USD75,000,000) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars FIVE HUNDRED SEVENTY-FIVE MILLION DOLLARS ($50,000,000.00USD575,000,000); provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditionsthat:
(i) the Borrower Borrowers shall obtain commitments for the amount of the increase from any combination of existing Revolving Lenders or from other commercial banks or and financial institutions that satisfy chosen or arranged by the requirements of an Eligible AssigneeBorrowers and reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Revolving Lenders by a Lender Revolving Loan Joinder Agreement in form and substance or by other arrangement reasonably acceptable to the Administrative Agent and FMCAG;
(it being understood that ii) any such increase shall be in no case shall any Lender a minimum aggregate principal amount of USD5 million and integral multiples of USD1 million in excess thereof (or, if the remaining amount by which the Aggregate Revolving Committed Amount may be required increased pursuant to increase its Revolving Commitment without its written consentthis Section 2.01(j) is less than USD5 million, such lesser amount);
(iiiii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower shall Borrowers will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts losses owing under Section 3.063.05) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amountcommitment amounts;
(iv) the Borrower Administrative Agent shall have executed any new or amended and restated Notes (to received for the extent benefit of the Revolving Lenders, such items as may be reasonably requested by the Administrative Agent and the Revolving Lenders) , including opinions of counsel to reflect the revised amounts of Borrowers and the Guarantors in form and substance satisfactory to the Administrative Agent and the Revolving CommitmentsLenders;
(v) no Default to the extent reasonably necessary in the judgment of the Administrative Agent, amendments to each foreign Pledge Agreement and the Parallel Debt Agreement and/or delivery of any substantially similar agreement that creates an obligation of the Credit Parties (as debt acknowledgment or Event of Default shall be existing or shall exist after giving effect abstraktes Schuldanerkenntnis), in each case in a manner satisfactory to any such increasethe Administrative Agent;
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date of the funding of any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth Credit Extensions in Section 5.02 of this Agreement shall be satisfied; and
(vii) the Borrower shall have paid the reasonable expenses of the Administrative Agent and reasonable fees and expenses of counsel to the Administrative Agent, including foreign counsel, in connection with establishment of such increase, to the extent required to be paid pursuant to the terms thereof. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall will be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Agent and the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing Revolving Lenders.
1.6 In Section 2.02 (Borrowings, Conversions and Continuations of Loans), subsection (e) is amended to read as follows:
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower Company may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Datetime, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of up to (and the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Aggregate Domestic Revolving Committed Amount of and the Aggregate Foreign Revolving Committed Amount) by up to ONE HUNDRED THIRTY MILLION EURO (€130,000,000) to not more than Fifty Million Dollars FIVE HUNDRED SIXTY MILLION EURO ($50,000,000.00€560,000,000); provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditionsthat:
(i) the Borrower Company shall obtain commitments for the amount of the increase from existing Lenders (which shall be under no obligation to increase their commitments hereunder) or from other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, provided that satisfy the requirements of an Eligible Assignee, which such other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance or other arrangement reasonably acceptable to the Administrative Agent and the Domestic L/C Issuer;
(it being understood that ii) none of the Arrangers, Bank of America, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank N.A. or ABN AMRO N.V. shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in no case connection therewith;
(iii) any such increase shall any Lender be required to increase its Revolving Commitment without its written consentin a minimum aggregate principal amount of €4.3 million and integral multiples of €860,000 in excess thereof (or the remaining amount, if less);
(iiiv) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower Company shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.06Article III) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitmentscommitment amounts;
(v) no Default or Event payment of Default shall be existing or shall exist after giving effect to any such increase;up front fees, if any, in respect of the new commitments so established; and
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan Credit Extension set forth in Section 5.02 of this Agreement shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower Company shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing Lenders.
Appears in 1 contract
Increase in Revolving Commitments. Subject The Company may from time to time increase the terms and conditions set forth hereinAggregate Revolving Commitments (but not the Letter of Credit Sublimit, the Swingline Sublimit or the Designated Borrower may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36Sublimit) months following the Closing Date, upon written notice to the Agent, cause an increase or series of increases in the Revolving Committed Amount by a maximum aggregate amount of up to the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00)50,000,000) with additional Revolving Commitments from one or more existing Lenders or new Revolving Commitments from one or more other financial institutions selected by the Company and reasonably acceptable to the Administrative Agent and each Issuing Bank; provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditionsthat:
(i) the Borrower any such increase shall obtain commitments for the be in a minimum principal amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy the requirements $5,000,000 and in integral multiples of an Eligible Assignee, which other commercial banks and financial institutions shall join $1,000,000 in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable to the Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent)excess thereof;
(ii) if any Revolving Loans are outstanding at any time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.06) as may be necessary to give effect to the revised Revolving Commitment Percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall exist and be continuing at the time of any such increase;
(iii) no existing Lender shall be under any obligation to increase its Revolving Commitment and any such decision whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;
(iv) (A) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (B) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent;
(v) before giving effect to any such increase, the Administrative Agent shall have received a certificate of each Credit Party dated as of the date of such increase signed by an Authorized Officer of such Credit Party (x) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, (y) in the case of the Company, certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Section 5 and the other Credit Documents are true and correct in all material respects on and as of the date of such increase, 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 such earlier date, and except that for purposes of this Section 2.1(c), the representations and warranties contained in Section 5.7 shall exist be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 6.1, and (z) certifying and demonstrating in detail reasonably satisfactory to the Administrative Agent that on a Pro Forma Basis after giving effect to any such increase;, (i) the Consolidated Leverage Ratio shall not exceed 3.25:1.0 and (ii) no Default or Event of Default shall exist; and
(vi) no event or condition the Borrowers shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 prepay any Loans outstanding on the date of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of extent necessary to keep the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfied. In connection Loans ratable with any such revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments and Revolving Commitment Percentages of the Lenders, and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Agent and the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing Lendersunder this Section.
Appears in 1 contract
Sources: Credit Agreement (Earthlink Inc)
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Datetime, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of up to the aggregate amount of such increases of Ten Million Dollars Commitments by SEVENTY-FIVE MILLION DOLLARS ($10,000,000.0075,000,000) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars TWO HUNDRED SEVENTY-FIVE MILLION DOLLARS ($50,000,000.00275,000,000); provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditionsthat:
(i) the Borrower shall obtain commitments for the amount of the increase from existing Lenders or from Eligible Assignees and/or one or more banks and other commercial banks or financial institutions that satisfy with the requirements consent of an Eligible Assigneethe Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance joinder agreement or other arrangement reasonably acceptable to the Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent)Administrative Agent;
(ii) any such increase shall be in an aggregate principal amount of $5,000,000 and integral multiples of $5,000,000;
(iii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower shall will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.063.1(c) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amountcommitment amounts;
(iv) upfront fees, if any, in respect of the Borrower new commitments so established and arrangement fees, as applicable, shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;be paid; and
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement 5.2 shall be satisfied. In connection with any such increase in the Aggregate Revolving Commitments, Schedule 2.01 shall (A) Appendix A will be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, (B) none of the Lenders or their affiliates shall have any obligation to provide commitments or loans for any such increase without their prior written approval in their sole discretion, (C) neither the Administrative Agent nor the Lead Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (D) the Borrower shall will provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In This subsection shall supersede any provisions in Section 2.14 or Section 11.4 to the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing Lenderscontrary.
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Datetime, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of by up to the aggregate amount of such increases of Ten Million Dollars ONE HUNDRED MILLION DOLLARS ($10,000,000.00100,000,000) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars FOUR HUNDRED MILLION DOLLARS ($50,000,000.00400,000,000); provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditionsthat:
(i) the Borrower shall obtain written commitments for the amount of the increase from existing Lenders Lenders, which shall be under no obligation to increase their Revolving Commitments, or from other commercial banks or and financial institutions that satisfy reasonably acceptable to the requirements of an Eligible AssigneeAdministrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form and substance of Exhibit 2.01(d) or by other arrangement reasonably acceptable to the Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent);
Administrative Agent; (ii) any such increase shall be in a minimum aggregate principal amount of $5 million and integral multiples of $1 million in excess thereof (or the remaining amount, if less); (iii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower shall will make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.063.05) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
commitment amounts; (iv) payment of upfront fees, if any, in respect of the Borrower shall have executed any new or amended commitments so established; and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall will be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower shall will provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount .
1.11 Clause (ii) of the increase, the Agent shall determine the final allocation fifth sentence of the requested increase among the existing Lenders.Section 2.02(a) is hereby amended and restated to read as follows:
Appears in 1 contract
Increase in Revolving Commitments. Subject The Borrowers shall have the right to request increases in the terms and conditions set forth herein, the Borrower may, at any time during the period commencing as aggregate amount of the Closing Date and ending as of the date thirty-six (36) months following the Closing Date, upon Revolving Commitments by providing written notice to the Administrative Agent, cause an increase or series of which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases in the Revolving Committed Amount of up to the aggregate amount of the Revolving Commitments shall not exceed $1,250,000,000 (the “Maximum Increase Amount”). Each such increases increase in the Revolving Commitments must be an aggregate minimum amount of Ten Million Dollars $25,000,000 and integral multiples of $5,000,000 in excess thereof ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00); provided that each of or such increases lesser amount which shall be conditioned and effective upon approved by the satisfaction Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the following conditions:
syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Borrower shall obtain commitments for Administrative Agent will consult with Borrowers with respect to the amount syndication of the increase from existing Lenders or from other commercial banks or financial institutions proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that satisfy the requirements is not a Lender, Affiliate of an Eligible Assignee, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (it being understood that in no the case shall of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be required subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment without its written consent);
(ii) or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative 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 are to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding at any time principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such increase, Revolving Loans. Effecting the Borrower shall make such payments and adjustments on increase of the Revolving Loans (including payment of any break-funding amounts owing Commitments under this Section 3.06) as may be necessary to give effect is subject to the revised Revolving Commitment Percentages and amounts of Revolving Commitments;
following conditions precedent: (iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(vx) no Default or Event of Default shall be existing in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or shall exist 8.02 both before and after giving effect to any such increase;
increase and (viz) no event or condition the Administrative Agent shall have occurred received each of the following, in form and be continuing substance reasonably satisfactory to the Administrative Agent (it being understood that is likely deliveries in substantially the same form and substance consistent with those delivered pursuant to have a Material Adverse Effect;
(vii) The Borrower Section 5.01 shall be in compliance with satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior corporate, partnership, member or other necessary action taken by the Borrowers to incurring any authorize such increase and on a proforma basis on (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the date any guaranty of such increase is incurred, after giving full effect increase; (ii) an opinion of counsel to the Revolving Committed Amount including such increaseBorrowers and the Guarantors, plus all of the other outstanding Obligations; and
(viii) all other conditions and addressed to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments and Revolving Commitment Percentages of the Lenders, Administrative Agent and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items Lenders covering such matters as may be reasonably requested by the Agent Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Lenders in connection therewith. In Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the event that the Borrowers and payable to any existing Lenders provide commitments to fund any increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in an the aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersRevolving Commitments and (iv) a Joinder Agreement.
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, may at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Date, upon written notice to the Agent, cause an increase Administrative Agent obtain from one or series of increases in the Revolving Committed Amount of up to the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00); provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditions:
(i) the Borrower shall obtain commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy the requirements of an Eligible Assignee, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable to the Administrative Agent additional Revolving Commitments in an aggregate principal amount not to exceed TWENTY-FIVE MILLION DOLLARS (it being understood that $25,000,000); provided that
(i) any additional Revolving Commitments shall be in no case shall any Lender be required to increase its Revolving Commitment without its written consent)a minimum aggregate principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof;
(ii) if any Revolving Loans are outstanding at on the date any time of any such increaseadditional Revolving Commitment is made, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.063.11) as may be necessary to give effect to the revised Revolving Commitment Percentages and amounts of Revolving CommitmentsPercentages;
(iii) the Borrower conditions to the making of Extensions of Credit set forth in Section 5.2 shall pay to M&T for its own account all fees required under be satisfied on the Fee Letter due in connection with the syndication of the increase in the date any additional Revolving Committed AmountCommitment is made;
(iv) the Borrower no Lender shall have executed be required to make any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of additional Revolving Commitments;Commitments without such Lender's consent; and
(v) no Default or Event of Default each commercial bank and financial institution that makes an additional Revolving Commitment shall be existing or shall exist after giving effect become a party to any such increase;
(vi) no event or condition shall have occurred this Credit Agreement and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with "Revolving Lender" for all financial covenants set forth in Sections 7.12 through 7.14 purposes of this Credit Agreement prior pursuant to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect written agreement reasonably acceptable to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfiedAdministrative Agent. In connection with the making of any such increase in the additional Revolving CommitmentsCommitment, Schedule 2.01 2.1 shall be revised to reflect the modified Revolving Commitments and Revolving Commitment Percentages of the LendersPercentages, and the Borrower shall provide supporting such corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent in form, scope and substance reasonably acceptable to the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Railworks Corp)
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Termination Date, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of by up to the aggregate amount of such increases of Ten Million Dollars TWO HUNDRED NINETY MILLION DOLLARS ($10,000,000.00290,000,000) (to a total an aggregate Revolving Committed Amount of amount not more than Fifty Million Dollars THREE HUNDRED FIFTY MILLION DOLLARS ($50,000,000.00350,000,000)); provided provided, that each of such increases increase shall be conditioned and effective upon the satisfaction of the following conditions:
(i) the Borrower shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy reasonably acceptable to the requirements of an Eligible AssigneeAdministrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form and substance of Exhibit G attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent);
(ii) unless otherwise agreed to by the Administrative Agent and the Borrower, any such increase shall be in a minimum aggregate principal amount of Twenty‑Five Million Dollars ($25,000,000) and integral multiples of Five Million Dollars ($5,000,000) in excess thereof (or the remaining amount, if less);
(iii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding break‑funding amounts owing under Section 3.063.05) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amountcommitment amounts;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitmentscommitment amounts;
(v) no Default or Event the Administrative Agent shall have received all fees and expenses which are then-due and payable on the such date, including, without limitation, payment to the Administrative Agent and the Arranger of Default shall be existing or shall exist after giving effect to any such increase;the fees set forth in the Fee Letter; and
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement 4.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower Credit Parties shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In The Borrower shall not be permitted to cause more than three (3) increases in the event that Aggregate Revolving Committed Amount following the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersClosing Date.
Appears in 1 contract
Sources: Credit Agreement (Griffin-American Healthcare REIT III, Inc.)
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Parent Borrower may, at any time during prior to the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing then applicable Maturity Date, upon written notice to the Administrative Agent, cause an increase or series of increases in the Revolving Aggregate Committed Amount of by up to the aggregate amount of such increases of Ten Million Dollars SEVENTY-FIVE MILLION DOLLARS ($10,000,000.0075,000,000) (to a total an aggregate Revolving Committed Amount of amount not more than Fifty Million Dollars ONE HUNDRED MILLION DOLLARS ($50,000,000.00100,000,000)); provided that each of such increases increase shall be conditioned and effective upon the satisfaction of the following conditions:
(i) the Borrower Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy reasonably acceptable to the requirements of an Eligible AssigneeAdministrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form and substance of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent);
(ii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less);
(iii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.063.05) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitmentscommitment amounts;
(iiiiv) the Borrower Borrowers shall pay to M&T for its own account the Administrative Agent and the Arranger all fees required under the Fee Letter any fee letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(ivv) the Borrower Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;commitment amounts; and
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement Sections 4.03(b) and (c) shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In The Parent Borrower shall not be permitted to cause more than four (4) increases in the event that Aggregate Committed Amount following the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersClosing Date.
Appears in 1 contract
Sources: Credit Agreement (Bellingham II Associates, L.L.C.)
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Datetime, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of up to the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars SEVENTY-FIVE MILLION DOLLARS ($50,000,000.0075,000,000); provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditionsthat:
(i) the Borrower shall obtain commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy reasonably acceptable to the requirements of an Eligible AssigneeAdministrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement joinder agreement substantially in the form and substance of Schedule 2.1(d) attached hereto or other arrangement reasonably acceptable to the Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent);Administrative Agent,
(ii) any such increase shall be in a minimum aggregate principal amount of $5 million and integral multiples of $1 million in excess thereof (or the remaining amount, if less),
(iii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.063.12) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;commitment amounts, and
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement 5.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 2.1(a) shall be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing Lenders.
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and --------------------------------- conditions set forth herein, the Borrower may, at any time during after consummation of a Qualified IPO and the period commencing as repayment in full of the Closing Date and ending as of the date thirty-six (36) months following the Closing DateTranche A Term Loans, upon written notice to the Administrative Agent, cause an increase or series of increases in the Total Revolving Committed Amount of up Commitments to the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00)75.0 million; provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditions:that: --------
(ia) the Borrower shall obtain commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy reasonably acceptable to the requirements of an Eligible Assignee, which other Administrative Agent and the Borrower shall have delivered commitments in order to increase the Total Revolving Commitments to not more than $75.0 million and such commercial banks and financial institutions shall join in this Credit Agreement as Lenders by executing a Lender Joinder Agreement in form and substance joinder agreement or other arrangement reasonably acceptable to the Agent Administrative Agent;
(it being understood that b) such increase shall be in no case shall any Lender be required to increase its Revolving Commitment without its written consenta minimum aggregate principal amount of $5.0 million and integral multiples of $1.0 million in excess thereof (or the remaining amount, if less);
(iic) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.062.18) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligationscommitment amounts; and
(viiid) all other the conditions to the making of a the Revolving Loan Loans as set forth in Section 5.02 of this Agreement 5.2 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 1 ---------- hereto shall be revised to reflect the Lenders' modified Revolving Commitments commitment amounts and Revolving Commitment Percentages of the Lenders, percentages and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items docu- mentation as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing Lenders.
Appears in 1 contract
Sources: Credit Agreement (American Pharmaceutical Partners Inc /Ca/)
Increase in Revolving Commitments. Subject The Borrowers shall have the right to request increases in the terms and conditions set forth herein, the Borrower may, at any time during the period commencing as aggregate amount of the Closing Date and ending as of the date thirty-six (36) months following the Closing Date, upon Revolving Commitments by providing written notice to the Administrative Agent, cause an increase or series of which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases in the Revolving Committed Amount of up to the aggregate amount of the Revolving Commitments shall not exceed $1,500,000,000 (the “Maximum Increase Amount”). Each such increases increase in the Revolving Commitments must be an aggregate minimum amount of Ten Million Dollars $25,000,000 and integral multiples of $5,000,000 in excess thereof ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00); provided that each of or such increases lesser amount which shall be conditioned and effective upon approved by the satisfaction Administrative Agent or such lesser amount that shall constitute the difference between the Maximum Increase Amount obtained prior to such date). The Administrative Agent, in consultation with the Borrowers, shall manage (unless it waives such right pursuant to written notice thereof to the Partnership) all aspects of the following conditions:
syndication of the proposed new Revolving Commitments, including identifying each new Eligible Assignee to whom any portion of the new Revolving Commitments shall be allocated, the timing of all offers to Lenders and other Eligible Assignees and the acceptance of commitments, the amounts offered and the compensation provided; provided, that (i) the Borrower shall obtain commitments for Administrative Agent will consult with Borrowers with respect to the amount syndication of the increase from existing Lenders or from other commercial banks or financial institutions proposed new Revolving Commitments, (ii) any allocation to any Eligible Assignee that satisfy the requirements is not a Lender, Affiliate of an Eligible Assignee, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable or an Approved Fund shall be subject to the consent of Borrowers, Administrative Agent and each Issuing Bank that is the issuer of Letters of Credit having an aggregate Stated Amount in excess of $5,000,000 (it being understood that in no the case shall of Borrowers, in their sole discretion, and, in the case of Administrative Agent, not to be unreasonably withheld or delayed) and (iii) any allocation to a Lender, an Affiliate of any Lender or an Approved Fund shall be required subject to the consent of Borrowers in their reasonable discretion and each Issuing Bank that is the issuer of Letters of Credit having an aggregate State Amount in excess of $5,000,000. No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment without its written consent);
(ii) or provide a new Revolving Commitment, and any new Eligible Assignee becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Lender hereunder (or in the case of an existing Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Lenders its Revolving Commitment Percentage (determined with respect to the Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative 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 are to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.02(j) that have not been repaid by the Borrowers, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding at any time principal amount of such Revolving Loans. The Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.04 as a result of the prepayment of any such increase, Revolving Loans. Effecting the Borrower shall make such payments and adjustments on increase of the Revolving Loans (including payment of any break-funding amounts owing Commitments under this Section 3.06) as may be necessary to give effect is subject to the revised Revolving Commitment Percentages and amounts of Revolving Commitments;
following conditions precedent: (iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(vx) no Default or Event of Default shall be existing in existence on the effective date of such increase, (y) the Parent shall have delivered a written certificate confirming compliance on a pro forma basis with the financial covenants set forth in Section 9.01 as of the date of the most recently ended fiscal quarter for which financial statements have been delivered under Section 8.01 or shall exist 8.02 both before and after giving effect to any such increase;
increase and (viz) no event or condition the Administrative Agent shall have occurred received each of the following, in form and be continuing substance reasonably satisfactory to the Administrative Agent (it being understood that is likely deliveries in substantially the same form and substance consistent with those delivered pursuant to have a Material Adverse Effect;
(vii) The Borrower Section 5.01 shall be in compliance with satisfactory): (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior corporate, partnership, member or other necessary action taken by the Borrowers to incurring any authorize such increase and on a proforma basis on (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the date any guaranty of such increase is incurred, after giving full effect increase; (ii) an opinion of counsel to the Revolving Committed Amount including such increaseBorrowers and the Guarantors, plus all of the other outstanding Obligations; and
(viii) all other conditions and addressed to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments and Revolving Commitment Percentages of the Lenders, Administrative Agent and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items Lenders covering such matters as may be reasonably requested by the Agent Administrative Agent; (iii) to the extent applicable and requested by any Lender, new Revolving Notes executed by the Lenders in connection therewith. In Borrowers and payable to any new Lenders, and/or replacement Revolving Notes executed by the event that the Borrowers and payable to any existing Lenders provide commitments to fund any increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment at the time of the effectiveness of the applicable increase in an the aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersRevolving Commitments and (iv) a Joinder Agreement.
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six two (362) months years following the Closing Date, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of by up to the aggregate amount of such increases of Ten Million Dollars ONE HUNDRED MILLION DOLLARS ($10,000,000.00100,000,000) (to a total an aggregate Revolving Committed Amount of amount not more than Fifty Million Dollars THREE HUNDRED MILLION DOLLARS ($50,000,000.00300,000,000)); provided that each of such increases increase shall be conditioned and effective upon the satisfaction of the following conditions:
(i) the Borrower Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy reasonably acceptable to the requirements of an Eligible AssigneeAdministrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form and substance of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent);
(ii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less);
(iii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.063.05) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitmentscommitment amounts;
(iiiiv) the Borrower Borrowers shall pay to M&T for its own account the Administrative Agent and the Arranger all fees required under the Administrative Agent’s Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(ivv) the Borrower Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;commitment amounts; and
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement 4.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In The Borrower Representative shall not be permitted to cause more than four (4) increases in the event that Aggregate Revolving Committed Amount following the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersClosing Date.
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six upon thirty (3630) months following the Closing Date, upon days advance written notice to the Agent, cause an the Borrower shall have the right, at any time and from time to time during the Commitment Period, to increase or series of increases the Revolving Commitments by up to FIFTY MILLION DOLLARS ($50,000,000) in the aggregate (to an Aggregate Revolving Committed Amount of up to the aggregate amount of such increases of Ten Million Dollars TWO HUNDRED MILLION DOLLARS ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00200,000,000); provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditions:
(i) the Borrower any such increase shall obtain commitments for the be in a minimum principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or the increase from existing Lenders or from other commercial banks or financial institutions that satisfy the requirements of an Eligible Assigneeremaining amount, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable to the Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consentif less);
, (ii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts amount owing under Section 3.062.12) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and commitment amounts of Revolving Commitments;
the Banks and (iii) the Borrower conditions to Extensions of Credit in Section 3.02 shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the be true and correct. An increase in the Aggregate Revolving Committed Amount;
Amount hereunder shall be subject to satisfaction of the following: (ivA) the amount of such increase shall be offered first to the existing Banks, and in the event the additional commitments which existing Banks are willing to take shall exceed the amount requested by the Borrower, then in proportion to the commitments of such existing Banks willing to take additional commitments, and (B) if the amount of the additional commitments requested by the Borrower shall have executed any new or amended exceed the additional commitments which the existing Banks are willing to take, then the Borrower may invite other commercial banks and restated Notes (financial institutions reasonably acceptable to the extent requested Agent to join this Credit Agreement as Banks hereunder for the portion of commitments not taken by existing Banks, provided that such other commercial banks and financial institutions shall enter into a Bank Joinder Agreement in the Lenders) form attached hereto as Schedule 2.01(d), and provide such other documentation to reflect give effect thereto as the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;
(vi) no event or condition shall have occurred Agent and be continuing that is likely to have a Material Adverse Effect;
(vii) The the Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfiedmay reasonably request. In connection with any such increase in the Revolving CommitmentsCommitments pursuant to this Section, Schedule 2.01 2.01(a) shall be revised to reflect the modified Revolving Commitments commitment percentages and Revolving Commitment Percentages commitments of the Lenders, and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Agent and the Lenders in connection therewith. In the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersBanks.
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower The Borrowers may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Datefrom time to time, upon prior written notice by the Borrowers to the Administrative Agent, cause an increase or series of increases in the Revolving Committed Amount of up Commitments (but not the Swingline Sublimit) subject to the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00); provided that each of such increases shall be conditioned and effective upon the satisfaction of the following conditionsfollowing:
(i) the Borrower shall obtain commitments for the aggregate principal amount of all increases in the increase from existing Lenders or from other commercial banks or financial institutions that satisfy the requirements of an Eligible Assignee, which other commercial banks and financial institutions Revolving Commitments pursuant to this Section 2.1(c) shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable to the Agent not exceed ONE HUNDRED MILLION DOLLARS (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent$100,000,000);
(ii) if any Revolving Loans are outstanding The Borrowers may, at any time and from time to time, upon prior written notice by the Borrowers to the Administrative Agent increase the Aggregate Revolving Commitments (but not the Letter of Credit Sublimit or the Swingline Sublimit) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrowers and reasonably acceptable to the Administrative Agent and the Issuing Bank; provided that:
(A) any such increase, the Borrower increase shall make such payments be in a minimum principal amount of $5,000,000 and adjustments on the Revolving Loans (including payment in integral multiples of any break-funding amounts owing under Section 3.06) as may be necessary to give effect to the revised Revolving Commitment Percentages and amounts of Revolving Commitments$1,000,000 in excess thereof;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(vB) no Default or Event of Default shall be existing or shall exist before and immediately after giving effect to any such increase;
(viC) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower the Borrowers shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and compliance, on a proforma pro forma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all incurrence of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 with the financial covenants set forth in Section 7.9, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrowers for which financial statements have been delivered pursuant to Section 7.1;
(D) no existing Lender shall be revised under any obligation to reflect the modified Revolving Commitments and increase its Revolving Commitment Percentages of the Lenders, and the Borrower any such decision whether to increase its Revolving Commitment shall provide supporting corporate resolutions, legal opinions, promissory notes be in such Lender’s sole and other items as may be reasonably requested by the Agent and the Lenders absolute discretion;
(1) any new Lender providing a Revolving Commitment in connection therewith. In the event that the existing Lenders provide commitments to fund with any increase in Aggregate Revolving Commitments shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent;
(F) any such increase in the Revolving Commitments shall be subject to receipt by the Administrative Agent of a certificate of the Borrowers dated as of the date of such increase signed by a Responsible Officer of each Borrower (x) certifying and attaching the resolutions adopted by each Borrower and each Guarantor approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (1) the representations and warranties contained in Section 6 and the other Credit Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an aggregate amount earlier date, in which case they are true and correct in all material respects as of commitments such earlier date, and (2) no Default or Event of Default exists; and
(G) to the extent that is the joinder or commitment agreements described in clause (E) above provide for an applicable margin of, and/or commitment fee for, additional Revolving Commitments greater than the required amount Applicable Margin and/or Commitment Fee with respect to the existing Revolving Commitments at such time, the Applicable Margin and/or the Commitment Fee (as applicable) for the existing Revolving Commitments shall be increased automatically (without the consent of Required Lenders) such that the Applicable Margin and/or the Commitment Fee (as applicable) for such existing Revolving Commitments is not less than the applicable margin and/or the commitment fee (as applicable) for such additional Revolving Commitments. The Borrowers shall prepay any Revolving Loans owing under this Agreement on the date of any such increase in the Revolving Commitments to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Revolving Commitments arising from any nonratable increase in the Revolving Commitments under this Section. Notwithstanding anything to the contrary contained in this Section 2.1(c), in connection with any increase of the increaseRevolving Commitments pursuant to the terms of this Section 2.1(c), the Administrative Agent shall determine may unilaterally agree in its sole discretion to increase the final allocation Letter of Credit Sublimit by an amount not to exceed an amount equal to a ratable increase of the requested Letter of Credit Sublimit relative to such increase among of the existing LendersRevolving Commitments; provided that such increase of the Letter of Credit Sublimit shall be documented in a manner reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Increase in Revolving Commitments. Subject The Company from time to the terms and conditions set forth herein, the Borrower time may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Date, upon by written notice to the Administrative Agent, cause request an increase or series of increases in the Revolving Committed Amount of up to the aggregate amount of such increases of Ten Million Dollars ($10,000,000.00) (to a total aggregate Revolving Committed Amount of not more than Fifty Million Dollars ($50,000,000.00); provided that each of such increases shall be conditioned and effective upon the satisfaction of Commitments on the following conditionsterms:
(i) the Borrower shall obtain commitments for the The aggregate amount of the increase from existing Lenders all such increases shall not exceed $500,000,000 (each of which shall be in a minimum amount of $25,000,000 or from other commercial banks or financial institutions that satisfy the requirements increments of an Eligible Assignee, which other commercial banks and financial institutions shall join $5,000,000 in this Credit Agreement as Lenders by a Lender Joinder Agreement in form and substance reasonably acceptable to the Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consentexcess thereof);
(ii) if any Revolving Loans are outstanding at any time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.06) as may No Lender will be necessary obligated to give effect to the revised Revolving Commitment Percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T provide or commit for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;
(viiii) no event If one or condition shall have occurred more of the Lenders or other Persons reasonably satisfactory to the Administrative Agent and the Company are willing to commit to provide such increase, such increase will be continuing effective on the date the Administrative Agent receives an amendment to this Agreement executed by the Company, the Administrative Agent and such Lender or other Person, adding, in the case of an existing Lender, such commitment to Exhibit 2.01(a) and, in the case of a Person not then already a Lender, confirming that is likely to have such Person has become a Material Adverse EffectLender for all purposes of this Agreement;
(viiiv) The Borrower On the effective date of such amendment, each Lender or other Person committing to provide such increase shall fund Conventional Revolving Loans in an amount equal to its Applicable Revolver Percentage (after giving effect to such amendment) of the aggregate Conventional Revolving Loans outstanding immediately before giving effect to such amendment, and the proceeds of such funding shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior applied to incurring any such increase and repay on a proforma pro rata basis on the date any such increase is incurred, after Conventional Revolving Loans outstanding before giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligationsamendment (and Section 2.02(e) shall apply to such repayment); and
(viiiv) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement shall be satisfied. In connection with any such increase in increase, the Revolving CommitmentsCompany shall deliver to the Administrative Agent such documents as the Administrative Agent may reasonably require, Schedule 2.01 shall be revised including a favorable written opinion (addressed to reflect the modified Revolving Commitments and Revolving Commitment Percentages of the Lenders, and the Borrower shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In Lenders) and other certificates and documents similar to those delivered on the event that the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersClosing Date.
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six three (363) months years following the Closing Amendment No. 2 Effective Date, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of by up to the aggregate amount of such increases of Ten Million Dollars ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($10,000,000.00125,000,000) (to a total an aggregate Revolving Committed Amount of amount not more than Fifty Million Dollars THREE HUNDRED MILLION DOLLARS ($50,000,000.00300,000,000)); provided that each of such increases increase shall be conditioned and effective upon the satisfaction of the following conditions:
(i) the Borrower Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy reasonably acceptable to the requirements of an Eligible AssigneeAdministrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form and substance of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent);
(ii) any such increase shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less);
(iii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.063.05) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitmentscommitment amounts;
(iiiiv) the Borrower Borrowers shall pay to M&T for its own account the Administrative Agent and the Arranger all fees required under the Administrative Agent’s Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;
(ivv) the Borrower Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitments;
(v) no Default or Event of Default shall be existing or shall exist after giving effect to any such increase;commitment amounts; and
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement 4.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In The Borrower Representative shall not be permitted to cause more than four (4) increases in the event that Aggregate Revolving Committed Amount following the existing Lenders provide commitments Amendment No. 2 Effective Date.
SUBPART 2.3 Amendments to fund any increase in an aggregate amount Section 6.12(d). Clause (d) of commitments that is greater than the required amount Section 6.12 of the increase, the Agent shall determine the final allocation of the requested increase among the existing Lenders.Existing Credit Agreement is hereby amended in its entirety to read as follows:
Appears in 1 contract
Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower may, at any time during the period commencing as of the Closing Date and ending as of the date thirty-six (36) months following the Closing Termination Date, upon written notice to the Administrative Agent, cause an increase or series of increases in the Aggregate Revolving Committed Amount of by up to the aggregate amount of such increases of Ten Million Dollars ONE HUNDRED FIFTY MILLION DOLLARS ($10,000,000.00150,000,000) (to a total an aggregate Revolving Committed Amount of amount not more than Fifty Million Dollars THREE HUNDRED FIFTY MILLION DOLLARS ($50,000,000.00350,000,000)); provided provided, that each of such increases increase shall be conditioned and effective upon the satisfaction of the following conditions:
(i) the Borrower shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or from other commercial banks or financial institutions that satisfy reasonably acceptable to the requirements of an Eligible AssigneeAdministrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form and substance of Exhibit G attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent);
(ii) unless otherwise agreed to by the Administrative Agent and the Borrower, any such increase shall be in a minimum aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) and integral multiples of Five Million Dollars ($5,000,000) in excess thereof (or the remaining amount, if less);
(iii) if any Revolving Loans are outstanding at any the time of any such increase, the Borrower shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.063.05) as may be necessary to give effect to the revised Revolving Commitment Percentages commitment percentages and amounts of Revolving Commitments;
(iii) the Borrower shall pay to M&T for its own account all fees required under the Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amountcommitment amounts;
(iv) the Borrower shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised amounts of Revolving Commitmentscommitment amounts;
(v) no Default or Event the Administrative Agent shall have received all fees and expenses which are then-due and payable on the such date, including, without limitation, payment to the Administrative Agent and the Arranger of Default shall be existing or shall exist after giving effect to any such increase;the fees set forth in the Fee Letter; and
(vi) no event or condition shall have occurred and be continuing that is likely to have a Material Adverse Effect;
(vii) The Borrower shall be in compliance with all financial covenants set forth in Sections 7.12 through 7.14 of this Agreement prior to incurring any such increase and on a proforma basis on the date any such increase is incurred, after giving full effect to the Revolving Committed Amount including such increase, plus all of the other outstanding Obligations; and
(viii) all other conditions to the making of a Revolving Loan set forth in Section 5.02 of this Agreement 4.02 shall be satisfied. In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified Revolving Commitments commitments and Revolving Commitment Percentages commitment percentages of the Lenders, and the Borrower Credit Parties shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. In The Borrower shall not be permitted to cause more than three (3) increases in the event that Aggregate Revolving Committed Amount following the existing Lenders provide commitments to fund any increase in an aggregate amount of commitments that is greater than the required amount of the increase, the Agent shall determine the final allocation of the requested increase among the existing LendersClosing Date.
Appears in 1 contract
Sources: Credit Agreement (Griffin-American Healthcare REIT II, Inc.)