Optional Increase. (a) On the terms and subject to the conditions set forth below, the U.S. Borrower may, at any time before the Maturity Date, increase the Aggregate Commitments; provided that: (i) after giving effect to the requested increase, the aggregate amount of the increases in the Aggregate Commitments shall not exceed $75,000,000; (ii) the Administrative Agent shall have consented to the requested increase and all required third party consents and approvals shall have been obtained; (iii) prior to the date of any proposed increase, the Aggregate Commitments shall not have been decreased pursuant to Section 2.09; (iv) each such increase in the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof; (v) no Default shall have occurred and be continuing or shall occur as a result of such increase; and (vi) the Borrowers shall have executed and delivered such documents and instruments and taken such other actions as may be reasonably requested by the Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notes, any related fee letters, documents evidencing the increased Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the increase in the Aggregate Commitments and related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be submitted by the U.S. Borrower to the Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed effective date and amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists or will occur as a result of such increase. If any fees are to be paid or offered in connection with such increase, the Administrative Agent (with the consent of the U.S. Borrower) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate Commitments pursuant to this Section 2.23(a). No Lender which elects not to increase the amount of its Commitment may be replaced in respect of its existing Commitment as a result thereof without such Lender’s written consent. (b) Each Increasing Lender shall, as soon as practicable after the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender as additional Lenders hereunder in accordance with this Section 2.23(b) (each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the amount of the Aggregate Commitments. The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders. (c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent. (d) Subject to the foregoing, any increase in the Aggregate Commitments requested by the U.S. Borrower shall be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.23(b). (e) The U.S. Borrower, each applicable Increasing Lender and each applicable New Lender shall agree upon the Applicable Rate with respect to any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to any other Revolving Loans, the Applicable Rate with respect to any other Revolving Loans (including any prior Revolving Facility Increase) shall be automatically increased to equal the Applicable Rate with respect to such Revolving Facility Increase. (f) On or prior to the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date).
Appears in 1 contract
Sources: Credit Agreement (Miller Herman Inc)
Optional Increase. (a) On the terms and subject to the conditions set forth below, the U.S. Borrower may, at any time before the Maturity Date, increase the Aggregate Commitments; provided that:
(i) after giving effect to the requested increase, the aggregate amount of the increases in the Aggregate Commitments shall not exceed $75,000,000200,000,000;
(ii) the Administrative Agent shall have consented to the requested increase and all required third party consents and approvals shall have been obtained;
(iii) prior to the date of any proposed increase, the Aggregate Commitments shall not have been decreased pursuant to Section 2.09;
(iv) each such increase in the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof;
(v) no Default shall have occurred and be continuing or shall occur as a result of such increase; and
(vi) the Borrowers shall have executed and delivered such documents and instruments and taken such other actions as may be reasonably requested by the Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notes, any related fee letters, documents evidencing the increased Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the increase in the Aggregate Commitments and related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be submitted by the U.S. Borrower to the Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed effective date and amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists or will occur as a result of such increase. If any fees are to be paid or offered in connection with such increase, the Administrative Agent (with the consent of the U.S. Borrower) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate Commitments pursuant to this Section 2.23(a). No Lender which elects not to increase the amount of its Commitment may be replaced in respect of its existing Commitment as a result thereof without such Lender’s written consent.
(b) Each Increasing Lender shall, as soon as practicable after the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender as additional Lenders hereunder in accordance with this Section 2.23(b) (each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the amount of the Aggregate Commitments. The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders.
(c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(d) Subject to the foregoing, any increase in the Aggregate Commitments requested by the U.S. Borrower shall be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.23(b).
(e) The U.S. Borrower, each applicable Increasing Lender and each applicable New Lender shall agree upon the Applicable Rate with respect to any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to any other Revolving Loans, the Applicable Rate with respect to any other Revolving Loans (including any prior Revolving Facility Increase) shall be automatically increased to equal the Applicable Rate with respect to such Revolving Facility Increase.
(f) On or prior to the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date).
Appears in 1 contract
Sources: Credit Agreement (Miller Herman Inc)
Optional Increase. (a) On the terms and subject to the conditions set forth below, the U.S. Borrower may, at At any time before the Maturity Date, increase the Aggregate Commitments; provided that:
(i) after giving effect to the requested increase, the aggregate amount of the increases in the Aggregate Commitments shall not exceed $75,000,000;
(ii) the Administrative Agent shall have consented to the requested increase and all required third party consents and approvals shall have been obtained;
(iii) prior to the date hereof and so long as no Default or Event of any proposed increase, the Aggregate Commitments shall not have been decreased pursuant to Section 2.09;
(iv) each such increase in the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof;
(v) no Default shall have occurred and be continuing or which is continuing, U.S. Borrower shall occur as a result of such increase; and
have the right to increase the U.S. Commitments by an amount not exceeding $50,000,000, in the aggregate, provided that (vii) the Borrowers U.S. Borrower shall give notice of each such increase to the U.S. Agent as provided in Section 4.3 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have executed expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms and delivered provisions of Section 11.6 hereof as if such documents new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and instruments the like), (iv) the U.S. Borrower shall execute and taken deliver such additional or replacement U.S. Revolving Notes and such other actions documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notesU.S. Agent, any related fee letters, documents evidencing the increased new U.S. Lenders or any U.S. Lenders which is increasing its Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the and (v) each such increase in the Aggregate Commitments and related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be submitted by in an aggregate amount of at least $5,000,000. If the U.S. Borrower to the Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed effective date and amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists terminate or will occur as a result of such increase. If any fees are to be paid or offered in connection with such increase, the Administrative Agent (with the consent of reduce the U.S. BorrowerCommitments pursuant to Section 2.4(b) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree hereof, it shall have no further right to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate U.S. Commitments pursuant to this Section 2.23(a)Section. No U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender which elects not for) any breakage costs incurred by any U.S. Lender in connection with the need to increase the amount of its Commitment may be replaced in respect of its reallocate existing Commitment as a result thereof without such Lender’s written consent.
(b) Each Increasing Lender shall, as soon as practicable after U.S. Revolving Loans among the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender as additional Lenders hereunder in accordance with this Section 2.23(b) (each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the amount of the Aggregate Commitments. The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders.
(c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(d) Subject to the foregoing, following any increase in the Aggregate U.S. Commitments requested by the U.S. Borrower shall be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.23(b)this provision.
(e) The U.S. Borrower, each applicable Increasing Lender and each applicable New Lender shall agree upon the Applicable Rate with respect to any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to any other Revolving Loans, the Applicable Rate with respect to any other Revolving Loans (including any prior Revolving Facility Increase) shall be automatically increased to equal the Applicable Rate with respect to such Revolving Facility Increase.
(f) On or prior to the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date).
Appears in 1 contract
Sources: Loan Agreement (Natco Group Inc)
Optional Increase. (a) On the terms and subject to the conditions set forth below, the U.S. Borrower may, at At any time before the Maturity Dateafter September 1, increase the Aggregate Commitments; provided that:
(i) after giving effect to the requested increase, the aggregate amount 2004 and so long as no Default or Event of the increases in the Aggregate Commitments shall not exceed $75,000,000;
(ii) the Administrative Agent shall have consented to the requested increase and all required third party consents and approvals shall have been obtained;
(iii) prior to the date of any proposed increase, the Aggregate Commitments shall not have been decreased pursuant to Section 2.09;
(iv) each such increase in the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof;
(v) no Default shall have occurred and be continuing or which is continuing, U.S. Borrower shall occur as a result of such increase; and
have the right to increase the U.S. Commitments by an amount not exceeding $20,000,000, in the aggregate, provided that (vii) the Borrowers U.S. Borrower shall give notice of each such increase to the U.S. Agent as provided in Section 4.3 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have executed expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms and delivered provisions of Section 11.6 hereof as if such documents new U.S. Lenders were acquiring an interest in the U.S. Loans by assignment from an existing U.S. Lenders (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and instruments the like), (iv) the U.S. Borrower shall execute and taken deliver such additional or replacement U.S. Revolving Notes and such other actions documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notesU.S. Agent, any related fee letters, documents evidencing the increased new U.S. Lenders or any U.S. Lenders which is increasing its Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the and (v) each such increase in the Aggregate Commitments and related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be submitted by in an aggregate amount of at least $5,000,000. If the U.S. Borrower to the Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed effective date and amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists terminate or will occur as a result of such increase. If any fees are to be paid or offered in connection with such increase, the Administrative Agent (with the consent of reduce the U.S. BorrowerCommitments pursuant to Section 2.4(b) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree hereof, it shall have no further right to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate U.S. Commitments pursuant to this Section 2.23(a)Section. No U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender which elects not for) any breakage costs incurred by any U.S. Lender in connection with the need to increase the amount of its Commitment may be replaced in respect of its reallocate existing Commitment as a result thereof without such Lender’s written consent.
(b) Each Increasing Lender shall, as soon as practicable after U.S. Loans among the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender as additional Lenders hereunder in accordance with this Section 2.23(b) (each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the amount of the Aggregate Commitments. The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders.
(c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(d) Subject to the foregoing, following any increase in the Aggregate U.S. Commitments requested by the U.S. Borrower shall be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.23(b)this provision.
(e) The U.S. Borrower, each applicable Increasing Lender and each applicable New Lender shall agree upon the Applicable Rate with respect to any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to any other Revolving Loans, the Applicable Rate with respect to any other Revolving Loans (including any prior Revolving Facility Increase) shall be automatically increased to equal the Applicable Rate with respect to such Revolving Facility Increase.
(f) On or prior to the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date).
Appears in 1 contract
Sources: Loan Agreement (Natco Group Inc)
Optional Increase. (a) On the terms and subject to the conditions set forth below, the U.S. Borrower may, at At any time before the Maturity Dateafter December 23, increase the Aggregate Commitments; provided that:
(i) after giving effect to the requested increase, the aggregate amount 2008 and so long as no Default or Event of the increases in the Aggregate Commitments shall not exceed $75,000,000;
(ii) the Administrative Agent shall have consented to the requested increase and all required third party consents and approvals shall have been obtained;
(iii) prior to the date of any proposed increase, the Aggregate Commitments shall not have been decreased pursuant to Section 2.09;
(iv) each such increase in the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof;
(v) no Default shall have occurred and be continuing or which is continuing, U.S. Borrower shall occur as a result of such increase; and
have the right to increase the U.S. Commitments by an amount not exceeding $22,350,000, in the aggregate, provided that (vii) the Borrowers U.S. Borrower shall give notice of each such increase to the U.S. Agent as provided in Section 4.3 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have executed expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms and delivered provisions of Section 11.6 hereof as if such documents new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and instruments the like), (iv) the U.S. Borrower shall execute and taken deliver such additional or replacement U.S. Revolving Notes and such other actions documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notesU.S. Agent, any related fee letters, documents evidencing the increased new U.S. Lenders or any U.S. Lenders which is increasing its Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the and (v) each such increase in the Aggregate Commitments and related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be submitted by in an aggregate amount of at least $3,000,000. If the U.S. Borrower to the Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed effective date and amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists terminate or will occur as a result of such increase. If any fees are to be paid or offered in connection with such increase, the Administrative Agent (with the consent of reduce the U.S. BorrowerCommitments pursuant to Section 2.4(b) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree hereof, it shall have no further right to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate U.S. Commitments pursuant to this Section 2.23(a)Section. No U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender which elects not for) any breakage costs incurred by any U.S. Lender in connection with the need to increase the amount of its Commitment may be replaced in respect of its reallocate existing Commitment as a result thereof without such Lender’s written consent.
(b) Each Increasing Lender shall, as soon as practicable after U.S. Revolving Loans among the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender as additional Lenders hereunder in accordance with this Section 2.23(b) (each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the amount of the Aggregate Commitments. The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders.
(c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(d) Subject to the foregoing, following any increase in the Aggregate U.S. Commitments requested by the U.S. Borrower shall be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.23(b)this provision.
(eg) The U.S. Borrower, each applicable Increasing Lender and each applicable New Lender shall agree upon the Applicable Rate with respect to any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to any other Revolving Loans, the Applicable Rate with respect to any other Revolving Loans (including any prior Revolving Facility Increase) shall be automatically increased to equal the Applicable Rate with respect to such Revolving Facility Increase.
(f) On or prior A new Section 4.6 is hereby added to the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective DateLoan Agreement, such payments new Section to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases read in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower its entirety as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date).follows:
Appears in 1 contract
Sources: Loan Agreement (Natco Group Inc)
Optional Increase. (a) On the terms and subject to the conditions set forth below, the U.S. Borrower may, at At any time before after the Maturity Datedate hereof and so long as no Default or Event of Default shall have occurred which is continuing, Borrower shall have the right to increase the Aggregate Commitments; provided thatCommitments by an amount not exceeding $175,000,000, in the aggregate, as follows:
(i) after giving effect Borrower shall give at least twenty (20) Business Days’ (or such lesser period as Agent may consent to) prior written notice of such increase to Agent and Agent shall promptly notify the Lenders who are being requested increaseto increase their Commitments, the aggregate amount of the increases in the Aggregate Commitments shall not exceed $75,000,000;
(ii) the Administrative Agent no Lender shall be required to increase its Commitment unless it shall have consented expressly agreed to such increase in writing in its sole discretion (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the requested increase and all required third party consents and approvals shall have been obtained;
contrary set forth in Section 11.5 hereof), (iii) prior each Lender shall notify Agent whether it agrees to increase its Commitment within the date of time period specified by Borrower in consultation with Agent and any proposed increaseLender not responding within such time period shall be deemed to have declined to increase its Commitment, the Aggregate Commitments shall not have been decreased pursuant to Section 2.09;
(iv) each Borrower shall be entitled to invite additional Persons to be Lenders subject however to (A) the execution of such documentation as Agent may request, including a duly executed lender joinder agreement pursuant to which such Persons agree to be bound by the terms of this Agreement, and (B) the terms and provisions of Sections 11.6(b) and 11.6(g) hereof as if such Persons were acquiring an interest in the Revolving Loans by assignment from an existing Lender (to the extent applicable, i.e. required approvals, minimum amounts, execution of new Notes and the like, provided that no Assignment and Acceptance shall be required to be executed), (v) Borrower and Agent shall determine the effective date and the final allocation of such increase in Commitments and adjustments of the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple pro rata participation interests of $5,000,000 the Lenders in excess thereof;
(v) no Default shall have occurred and be continuing or shall occur as a result the Letter of such increase; and
Credit Liabilities, (vi) the Borrowers Borrower shall have executed execute and delivered deliver such documents additional or replacement Notes and instruments and taken such other actions documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notesAgent, any related fee letters, documents evidencing the increased Commitment held by new Lenders or any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the increase in the Aggregate Commitments and related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be submitted by the U.S. Borrower to the Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed effective date and amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists or will occur as a result of such increase. If any fees are to be paid or offered in connection with such increase, the Administrative Agent (with the consent of the U.S. Borrower) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender increasing its Commitment, (vii) each such requested increase shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the in an aggregate amount of its Commitment. Only at least $25,000,000, (viii) if any new Lenders will be providing Commitments, as an administrative convenience and to avoid the consent necessity that the existing Lenders and any new Lenders deliver separate Assignment and Acceptances, on the date the increase becomes effective, each of the Administrative Agent and each Increasing Lender existing Lenders shall be required for an increase in deemed to have sold and assigned to the amount of the Aggregate Commitments pursuant to this Section 2.23(a). No Lender which elects not to increase the amount new Lenders a portion of its Commitment may be replaced in respect of its existing Commitment as a result thereof without such Lender’s written consent.
(b) Each Increasing Lender shall, as soon as practicable after the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and Revolving Loans which are reasonably acceptable to the Administrative Agentoutstanding on such date, the Issuing Bank and the Swingline Lender as additional new Lenders hereunder in accordance with this Section 2.23(b) (each such new Lender being a “New Lender”), which New Lender may assume all or shall be deemed to have purchased a portion of the increase Revolving Loans, and, in the amount furtherance of the Aggregate Commitments. The U.S. Borrower foregoing, each new Lender shall deliver (by wire transfer) to Agent cash in an amount equal to its Revolving Loan Commitment Percentage of the aggregate Revolving Loans outstanding on the effective date of the increase, after giving effect thereto, and the Administrative Agent shall have discretion jointly to adjust distribute (by wire transfer) such cash received by it from the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing new Lenders and New Lenders.
(c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase existing Lenders in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary amounts sufficient to ensure that each such Commitments are treated as Commitments for all purposes under the Lender will hold its Revolving Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(d) Subject to the foregoing, any increase in the Aggregate Commitments requested by the U.S. Borrower shall be effective as Commitment Percentage of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.23(b).
(e) The U.S. Borrower, each applicable Increasing Lender and each applicable New Lender shall agree upon the Applicable Rate with respect to any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to any other Revolving Loans, the Applicable Rate with respect to any other aggregate Revolving Loans (including any prior Revolving Facility Increase) shall be automatically increased to equal the Applicable Rate with respect to such Revolving Facility Increase.
(f) On or prior to the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made outstanding on such datedate and (ix) Schedule I hereto shall automatically be held by each Lender pro rata in accordance with amended to reflect the Commitments of the Lenders as adjusted pursuant after giving effect to the last sentence of Section 2.23(b)increase. Each Lender which is Borrower shall be required to reduce pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the amount of need to reallocate existing Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of among the Lenders following any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date)this provision.”
Appears in 1 contract
Optional Increase. (a) On the terms and subject At any time prior to the conditions set forth below, the U.S. Borrower may, at any time before the Revolving Loan Maturity Date, increase the Aggregate Commitments; provided that:
(i) after giving effect to the requested increase, the aggregate amount and so long as no Default or Event of the increases in the Aggregate Commitments shall not exceed $75,000,000;
(ii) the Administrative Agent shall have consented to the requested increase and all required third party consents and approvals shall have been obtained;
(iii) prior to the date of any proposed increase, the Aggregate Commitments shall not have been decreased pursuant to Section 2.09;
(iv) each such increase in the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof;
(v) no Default shall have occurred and be continuing or which is continuing, U.S. Borrower shall occur as a result of such increase; and
have the right to increase the U.S. Commitments by an amount not exceeding $100,000,000, in the aggregate, provided that (vii) the Borrowers U.S. Borrower shall give notice of each such increase to the U.S. Agent as provided in Section 4.4 hereof, (ii) no Lender shall be required to increase its U.S. Commitment unless it shall have executed expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new U.S. Lenders shall be subject to the terms and delivered provisions of Section 11.6 hereof as if such documents new U.S. Lenders were acquiring an interest in the U.S. Revolving Loans by assignment from an existing U.S. Lenders (to the extent applicable, i.e. required approvals, minimum amounts, execution of new U.S. Revolving Notes and instruments the like), (iv) the U.S. Borrower shall execute and taken deliver such additional or replacement U.S. Revolving Notes and such other actions documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notesU.S. Agent, any related fee letters, documents evidencing the increased new U.S. Lender or any U.S. Lender which is increasing its Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the and (v) each such increase in the Aggregate Commitments and related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be submitted by in an aggregate amount of at least $5,000,000. If the U.S. Borrower to the Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed effective date and amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists terminate or will occur as a result of such increase. If any fees are to be paid or offered in connection with such increase, the Administrative Agent (with the consent of reduce the U.S. BorrowerCommitments pursuant to Section 2.4(b) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree hereof, it shall have no further right to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate U.S. Commitments pursuant to this Section 2.23(a)Section. No U.S. Borrower shall be required to pay (or to reimburse each applicable U.S. Lender which elects not for) any breakage costs incurred by any U.S. Lender in connection with the need to increase the amount of its Commitment may be replaced in respect of its reallocate existing Commitment as a result thereof without such Lender’s written consent.
(b) Each Increasing Lender shall, as soon as practicable after U.S. Revolving Loans among the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender as additional Lenders hereunder in accordance with this Section 2.23(b) (each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the amount of the Aggregate Commitments. The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders.
(c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(d) Subject to the foregoing, following any increase in the Aggregate U.S. Commitments requested by the U.S. Borrower shall be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.23(b)this provision.
(e) The U.S. Borrower, each applicable Increasing Lender and each applicable New Lender shall agree upon the Applicable Rate with respect to any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to any other Revolving Loans, the Applicable Rate with respect to any other Revolving Loans (including any prior Revolving Facility Increase) shall be automatically increased to equal the Applicable Rate with respect to such Revolving Facility Increase.
(f) On or prior to the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date).
Appears in 1 contract
Sources: Loan Agreement (Veritas DGC Inc)
Optional Increase. (a) On the terms and subject to the conditions set forth below, the U.S. Borrower may, at any time before the Maturity Date, increase the Aggregate Commitments; provided that:
(i) after giving effect to the requested increase, the aggregate amount of the increases in the Aggregate Commitments shall not exceed $75,000,000125,000,000;
(ii) the Administrative Agent shall have consented to the requested increase and all required third party consents and approvals shall have been obtained;
(iii) prior to the date of any proposed increase, the Aggregate Commitments shall not have been decreased pursuant to Section 2.09;
(iv) each such increase in the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof;
(v) no Default shall have occurred and be continuing or shall occur as a result of such increase; and
(vi) the Borrowers shall have executed and delivered such documents and instruments and taken such other actions as may be reasonably requested by the Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notes, any related fee letters, documents evidencing the increased Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the increase in the Aggregate Commitments and related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be submitted by the U.S. Borrower to the Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed effective date and amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists or will occur as a result of such increase. If any fees are to be paid or offered in connection with such increase, the Administrative Agent (with the consent of the U.S. Borrower) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate Commitments pursuant to this Section 2.23(a). No Lender which elects not to increase the amount of its Commitment may be replaced in respect of its existing Commitment as a result thereof without such Lender’s written consent.
(b) Each Increasing Lender shall, as soon as practicable after the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender as additional Lenders hereunder in accordance with this Section 2.23(b) (each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the amount of the Aggregate Commitments. The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders.
(c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(d) Subject to the foregoing, any increase in the Aggregate Commitments requested by the U.S. Borrower shall be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.23(b).
(e) The U.S. Borrower, each applicable Increasing Lender and each applicable New Lender shall agree upon the Applicable Rate with respect to any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to any other Revolving Loans, the Applicable Rate with respect to any other Revolving Loans (including any prior Revolving Facility Increase) shall be automatically increased to equal the Applicable Rate with respect to such Revolving Facility Increase.
(f) On or prior to the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date).
Appears in 1 contract
Sources: Credit Agreement (Miller Herman Inc)
Optional Increase. (a) On the terms and subject to the conditions set forth below, the U.S. Borrower may, at At any time before the Maturity Date, increase the Aggregate Commitments; provided that:
(i) after giving effect to the requested increase, the aggregate amount of the increases in the Aggregate Commitments shall not exceed $75,000,000;
(ii) the Administrative Agent shall have consented to the requested increase and all required third party consents and approvals shall have been obtained;
(iii) prior to the date hereof and so long as no Default or Event of any proposed increase, the Aggregate Commitments shall not have been decreased pursuant to Section 2.09;
(iv) each such increase in the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof;
(v) no Default shall have occurred and be continuing or which is continuing, Borrower shall occur as a result of such increase; and
have the right to increase the Commitments by an amount not exceeding $400,000,000, in the aggregate, provided that (vii) the Borrowers Borrower shall give notice of each such increase to the Agent as provided in Section 4.3 hereof, (ii) no Lender shall be required to increase its Commitment unless it shall have executed expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 11.5 hereof), (iii) the addition of new Lenders shall be subject to the terms and delivered provisions of Section 11.6 hereof as if such documents new Lenders were acquiring an interest in the Revolving Loans by assignment from an existing Lender (to the extent applicable, i.e. required approvals, minimum amounts, execution of new Notes and instruments the like), (iv) the Borrower shall execute and taken deliver such additional or replacement Notes and such other actions documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent in connection with such increases Agent, any new Lenders or any Lender which is increasing its Commitment, (v) the pro rata participation interests of the Lenders in the Aggregate Commitments Letter of Credit Liabilities , and (including new or amended notes, any related fee letters, documents evidencing the increased Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the vi) each such increase in the Aggregate Commitments and related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be submitted by the U.S. Borrower to the Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed effective date and in an aggregate amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists or will occur as a result of such increaseat least $25,000,000. If any fees are the Borrower shall terminate or reduce the Commitments pursuant to be paid or offered in connection with such increaseSection 2.2(a) hereof, the Administrative Agent (with the consent of the U.S. Borrower) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree it shall have no further right to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate Commitments pursuant to this Section 2.23(a)Section. No Borrower shall be required to pay (or to reimburse each applicable Lender which elects not to increase the amount of its Commitment may be replaced for) any breakage costs incurred by any Lender in respect of its existing Commitment as a result thereof without such Lender’s written consent.
(b) Each Increasing Lender shall, as soon as practicable after the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender as additional Lenders hereunder in accordance with this Section 2.23(b) (each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the amount of the Aggregate Commitments. The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders.
(c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently connection with the effectiveness of need to reallocate existing Revolving Loans among the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(d) Subject to the foregoing, Lenders following any increase in the Aggregate Commitments requested by the U.S. Borrower shall be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.23(b)this provision.
(e) The U.S. Borrower, each applicable Increasing Lender and each applicable New Lender shall agree upon the Applicable Rate with respect to any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to any other Revolving Loans, the Applicable Rate with respect to any other Revolving Loans (including any prior Revolving Facility Increase) shall be automatically increased to equal the Applicable Rate with respect to such Revolving Facility Increase.
(f) On or prior to the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date).
Appears in 1 contract
Optional Increase. (a) On the terms and subject to the conditions set forth below, the U.S. Borrower may, at any time before the Maturity Date, increase the Aggregate Commitments; provided that:
: (i) after giving effect to the requested increase, the aggregate amount of the increases in the Aggregate Commitments shall not exceed $75,000,000;
250,000,000; (ii) the Administrative Agent shall have consented to the requested increase and all required third party consents and approvals shall have been obtained;
; (iii) prior to the date of any proposed increase, the Aggregate Commitments shall not have been decreased pursuant to Section 2.09;
; (iv) each such increase in the Aggregate Commitments shall be equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof;
; (v) no Default shall have occurred and be continuing or shall occur as a result of such increase; and
and (vi) the Borrowers shall have executed and delivered such documents and instruments and taken such other actions as may be reasonably requested by the Administrative Agent in connection with such increases in the Aggregate Commitments (including new or amended notes, any related fee letters, documents evidencing the increased Commitment held by any applicable Lender, any joinder agreements related to a New Lender, resolutions regarding the increase in the Aggregate Commitments and related actions taken by the Borrowers, certified as true and correct by a Financial Officer and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent). Any request under this Section 2.23 shall be submitted by the U.S. Borrower to the Administrative Agent (which shall promptly forward copies to the Lenders), specify the proposed effective date and amount of such increase and be accompanied by a certificate of a Financial Officer stating that no Default exists or will occur as a result of such increase. If any fees are to be paid or offered in connection with such increase, the Administrative Agent (with the consent of the U.S. Borrower) may also specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the amount of their respective Commitment, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Commitment; no Lender which is not an Increasing Lender shall be entitled to receive any such fees. No Lender shall have any obligation, express or implied, to offer to increase the amount of its Commitment. Only the consent of the Administrative Agent and each Increasing Lender shall be required for an increase in the amount of the Aggregate Commitments pursuant to this Section 2.23(a). No Lender which elects not to increase the amount of its Commitment may be replaced in respect of its existing Commitment as a result thereof without such Lender’s written consent.-66-
(b) Each Increasing Lender shall, as soon as practicable after the U.S. Borrower has submitted its request under Section 2.23(a), specify the amount of the proposed increase in its Commitment which it is willing to offer. To the extent the increased Commitment of the Increasing Lenders is insufficient or there are no Increasing Lenders, the U.S. Borrower may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender as additional Lenders hereunder in accordance with this Section 2.23(b) (each such new Lender being a “New Lender”), which New Lender may assume all or a portion of the increase in the amount of the Aggregate Commitments. The U.S. Borrower and the Administrative Agent shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Aggregate Commitments among Increasing Lenders and New Lenders.
(c) Each New Lender designated by the U.S. Borrower and reasonably acceptable to the Administrative Agent, the Issuing Bank and the Swingline Lender shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the amount of the Aggregate Commitments upon its execution of an instrument of joinder (which may contain such modifications to this Agreement and terms and conditions relating thereto as may be necessary to ensure that such Commitments are treated as Commitments for all purposes under the Loan Documents), in each case prepared by the Administrative Agent and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(d) Subject to the foregoing, any increase in the Aggregate Commitments requested by the U.S. Borrower shall be effective as of the date proposed by the U.S. Borrower (the “Increase Effective Date”) and shall be in the principal amount (the “Revolving Facility Increase”) equal to (i) the amount which the Increasing Lenders are willing to assume as increases to the amount of their Commitments plus (ii) the amount offered by the New Lenders with respect to the Aggregate Commitment, in either case as adjusted by the U.S. Borrower and the Administrative Agent pursuant to the last sentence of Section 2.23(b).
(e) The U.S. Borrower, each applicable Increasing Lender and each applicable New Lender shall agree upon the Applicable Rate with respect to any Revolving Facility Increase prior to 2:00 p.m., Local Time, on the Increase Effective Date, provided that if such Applicable Rate would exceed the Applicable Rate with respect to any other Revolving Loans, the Applicable Rate with respect to any other Revolving Loans (including any prior Revolving Facility Increase) shall be automatically increased to equal the Applicable Rate with respect to such Revolving Facility Increase.
(f) On or prior to the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or to such Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at or before 11:00 a.m. on the Increase Effective Date, such payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in the amount of the Commitments held by such Lenders on the Increase Effective Date. To the extent any of the Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.23(f) above are Eurodollar Loans and the Increase Effective Date is not the last day of an Interest Period for such Eurodollar Loans, the Decreasing Lenders shall be entitled to compensation from the Borrower as provided in Section 2.16 (as if the Borrowers had prepaid such Revolving Loans in an amount equal to the Acquired Portion on the Increase Effective Date).
Appears in 1 contract
Sources: Credit Agreement (Miller Herman Inc)