Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective: (i) no Default shall have occurred and be continuing; (ii) if, as a result of any such reallocation, the aggregate US Revolving Outstandings would exceed the aggregate of US Revolving Commitments, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the US Issuing Lender and issued by a bank or other financial institution acceptable to the US Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate US Revolving Outstandings shall not exceed the aggregate of all of the US Revolving Commitments; (iii) if, as a result of any such reallocation, the aggregate Canadian Outstandings would exceed the aggregate of Canadian Commitments, then the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the Canadian Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate Canadian Outstandings shall not exceed the aggregate of all of the Canadian Commitments; (iv) Borrowers shall have paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of the applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender) due under Section 2.7(c)(i) hereof on the date of such reallocation; and (v) Participations by the Lenders in the outstanding Letters of Credit and the Letter of Credit Obligations and the outstanding Advances of the Lenders shall be adjusted to give effect to such reallocation.
Appears in 2 contracts
Sources: Credit Agreement (Complete Production Services, Inc.), Credit Agreement (Complete Production Services, Inc.)
Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, Notwithstanding anything in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal this Agreement to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitmentcontrary, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation it shall be required to agree to any such reallocation, but may do so at its option, in its within the sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:
(i) no Default shall have occurred and be continuing;
(ii) if, as a result of any such reallocation, the aggregate US Revolving Outstandings would exceed the aggregate of US Revolving Commitments, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor determination of the US Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the US Issuing Lender, in an aggregate principal amountas applicable, such that, after giving effect theretoas to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So long as there is a Non-Funding Lender, the aggregate Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under the Canadian Revolving Outstandings shall not exceed the aggregate of all of Facility or the US Revolving Commitments;
Facility, as applicable, (iiibut not their aggregate Commitment) ifwith respect to any such Letter of Credit only, such that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. Subject to Section 13.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim of a Lender as a result of any such Lender’s increased exposure following such reallocation. If the reallocation described in this Section 13.16(3) cannot, or can only partially, be effected, the aggregate Canadian Outstandings would exceed the aggregate of Canadian Commitments, then the Canadian Borrower Borrowers shall, on without prejudice to any right or remedy available to them hereunder or under law, cash collateralize the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor L/C Fronting Exposure of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the Canadian US Issuing Lender, as applicable, in an aggregate principal amount, such that, after giving effect thereto, accordance with the aggregate Canadian Outstandings shall not exceed the aggregate of all of the Canadian Commitments;
(iv) Borrowers shall have paid any amounts (or deposited cash procedures set forth in the applicable Cash Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of the applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender) due under Section 2.7(c)(i) hereof on the date of such reallocation; and
(v) Participations by the Lenders in the outstanding Letters of Credit and the Letter of Credit Obligations and the outstanding Advances of the Lenders shall be adjusted to give effect to such reallocation13.16(2).
Appears in 2 contracts
Sources: Credit Agreement (Just Energy Group Inc.), Credit Agreement (Just Energy Group Inc.)
Reallocation of Commitments. Any Multiple Lender may agree with (i) Subject to the conditions set forth in this Section 2.06(d), the Borrowers shall have the right at any time and from time to reallocate its existing US Revolving Commitment time upon five (5) Business Days prior written notice to each of the Agents to (A) increase the Aggregate Domestic Commitments by reducing and reallocating by an equivalent amount all or a portion of the Aggregate Canadian CommitmentCommitments and/or the Aggregate PR Commitments to the Aggregate Domestic Commitments, so long as (B) increase the Aggregate Canadian Commitments (to the extent the same has been previously reallocated to the Aggregate Domestic Commitments or the Aggregate PR Commitments) by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Commitments and/or the Aggregate PR Commitments to the Aggregate Canadian Commitments, or (C) increase the Aggregate PR Commitments (to the extent the same has been previously reallocated to the Aggregate Domestic Commitments or the Aggregate Canadian Commitments) by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Commitments and/or Aggregate Canadian Commitments to the Aggregate PR Commitments.
(ii) Any Reallocation pursuant to this Section 2.06(d) shall be subject to the following conditions:
(A) Each Reallocation of Commitments shall be made only between the offices or affiliates of a Lender such that the sum of such US Revolving Commitment all the Commitments of each Lender and Canadian Commitment remains unchanged; provided thatits affiliates shall not be increased or decreased as a result of any Reallocation.
(B) Each increase in the Aggregate Domestic Commitments, the aggregate amount of all Aggregate Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitmentor Aggregate PR Commitments, as the case may be, prior to such reallocation shall be offset by a corresponding and (z) equivalent reduction in one or more of the aggregate amount of all Aggregate Domestic Commitments, Aggregate Canadian Commitments, and Aggregate PR Commitments, such that the Aggregate Commitments in effect immediately before a Reallocation shall be equal to the Aggregate Commitments immediately after, and after giving effect to, such Reallocation.
(C) No Reallocation shall increase (1) the Aggregate Canadian Commitments in excess of $150,000,000 or (2) the Aggregate PR Commitments in excess of $15,000,000.
(D) No Reallocation shall result in (1) any Domestic Lender having a positive Canadian Commitment or PR Commitment if such Domestic Lender, or its affiliate, did not have such positive Canadian Commitment or PR Commitment on the Closing Date or acquire such Commitment by assignment after the Closing Date, or (2) any Canadian Lender having a positive PR Commitment if such Canadian Lender, or its affiliate, did not have such positive PR Commitment on the Closing Date or acquire such Commitment by assignment after the Closing Date, or (3) any PR Lender having a positive Canadian Commitment if such PR Lender, or its affiliate, did not have such positive Canadian Commitment on the Closing Date or acquire such Commitment by assignment after the Closing Date.
(E) Subject to any reallocationSection 2.06(d)(ii)(D), each Reallocation shall be made pro rata among the Lenders whose Commitments are being reallocated from one type of Commitment to another, but shall not exceed $50,000,000. The Borrowers shall give written notice to cause the Administrative Agents Commitments of any reallocation pursuant other Lenders to this provision at least ten change (10but will result in a change in Applicable Percentages).
(F) Business Days prior Subject to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its optionSection 2.05(d), in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:
no event shall (i1) no Default shall have occurred and be continuing;
(ii) if, as a result of any such reallocation, the aggregate US Revolving Total Domestic Outstandings would exceed the aggregate of US Revolving Aggregate Domestic Commitments, then ; (2) the US Borrower shall, on the effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the US Issuing Lender and issued by a bank or other financial institution acceptable to the US Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate US Revolving Total Canadian Outstandings shall not exceed the aggregate of all of Aggregate Canadian Commitments; or (3) the US Revolving Total PR Outstandings exceed the Aggregate PR Commitments;.
(iii) if, as The Administrative Agent shall (A) notify each of the Lenders promptly after receiving any notice of a result Reallocation delivered by the Borrowers pursuant to this Section 2.06(d) and (B) promptly upon the effectiveness of any such reallocationReallocation, distribute to each Lender an updated Schedule 2.01 hereto, reflecting the aggregate Canadian Outstandings would exceed the aggregate of Canadian Commitments, then the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash changes in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor respective Commitments of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the Canadian Issuing LenderLenders, in an aggregate principal amount, such that, after giving effect thereto, the aggregate Canadian Outstandings shall not exceed the aggregate of all of the Canadian Commitments;
(iv) Borrowers shall have paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of the applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender) due under Section 2.7(c)(i) hereof on the date of such reallocation; and
(v) Participations by the Lenders in the outstanding Letters of Credit and the Letter of Credit Obligations and the outstanding Advances of the Lenders shall be adjusted Borrowers hereby authorize such amendment to give effect to such reallocationSchedule 2.01.
Appears in 1 contract
Sources: Global Revolving Credit Agreement (Ryder System Inc)
Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:
(i) no Default shall have occurred and be continuing;
(ii) if, as a result of any such reallocation, the aggregate US Revolving Outstandings would exceed the aggregate of US Revolving Commitments, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the US Issuing Lender and issued by a bank or other financial institution acceptable to the US Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate US Revolving Outstandings shall not exceed the aggregate of all of the US Revolving Commitments;
(iii) if, as a result of any such reallocation, the aggregate Canadian Outstandings would exceed the aggregate of Canadian Commitments, then the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the Canadian Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate Canadian Outstandings shall not exceed the aggregate of all of the Canadian Commitments;
(iv) Borrowers shall have paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of the applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender) due under Section 2.7(c)(i) hereof on the date of such reallocation; and
(v) Participations by the Lenders in the outstanding Letters of Credit and the Letter of Credit Obligations and the outstanding Advances of the Lenders shall be adjusted to give effect to such reallocation.
Appears in 1 contract
Sources: Credit Agreement (Complete Production Services, Inc.)
Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, Notwithstanding anything in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal this Agreement to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitmentcontrary, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation it shall be required to agree to any such reallocation, but may do so at its option, in its within the sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:
(i) no Default shall have occurred and be continuing;
(ii) if, as a result of any such reallocation, the aggregate US Revolving Outstandings would exceed the aggregate of US Revolving Commitments, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor determination of the US Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the US Issuing Lender, in an aggregate principal amountas applicable, such that, after giving effect theretoas to whether it is agreeable to issue any new Letters of Credit or extend or renew any expiring Letters of Credit. So long as there is a Non-Funding Lender, the aggregate Borrowers may continue to request the issuance of Letters of Credit and the Canadian Issuing Lender or the US Issuing Lender, as applicable, shall issue such Letters of Credit. Each Lender that is not a Non-Funding Lender shall be deemed to have increased their Proportionate Share of Commitments under the Canadian Revolving Outstandings shall not exceed the aggregate of all of Facility or the US Revolving Commitments;
Facility, as applicable, (iiibut not their aggregate Commitment) ifwith respect to any such Letter of Credit only, such that the aggregated Commitments of such Lenders in respect of each such Letter of Credit shall be equal to the amount of the Commitments in respect of such Letter of Credit had the Non-Funding Lender not been a Non-Funding Lender. With respect to such Letter of Credit references in Section 5.02 to the Lenders, and the indemnification of the Lenders, such references will be deemed not to apply to any Non-Funding Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Non-Funding Lender arising from that Lender having become a Non-Funding Lender, including any claim of a Lender as a result of any such Lender’s increased exposure following such reallocation. If the reallocation described in this Section 13.16(3) cannot, or can only partially, be effected, the aggregate Canadian Outstandings would exceed the aggregate of Canadian Commitments, then the Canadian Borrower Borrowers shall, on without prejudice to any right or remedy available to them hereunder or under law, cash collateralize the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor L/C Fronting Exposure of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the Canadian US Issuing Lender, as applicable, in an aggregate principal amount, such that, after giving effect thereto, accordance with the aggregate Canadian Outstandings shall not exceed the aggregate of all of the Canadian Commitments;
(iv) Borrowers shall have paid any amounts (or deposited cash procedures set forth in the applicable Cash Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of the applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender) due under Section 2.7(c)(i) hereof on the date of such reallocation; and
(v) Participations by the Lenders in the outstanding Letters of Credit and the Letter of Credit Obligations and the outstanding Advances of the Lenders shall be adjusted to give effect to such reallocation13.16(2).
Appears in 1 contract
Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,00025,000,000 at any time without the consent of the US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,00025,000,000 at any time without the consent of the US Administrative Agent and shall not exceed $75,000,000 at any time without the consent of the US Administrative Agent and the US Majority Lenders. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:
(i) no Default shall have occurred and be continuing;
(ii) if, as a result of any such reallocation, the aggregate US Revolving Outstandings would exceed the aggregate of US Revolving CommitmentsCredit Amount, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the US Issuing Lender (or the Underlying Issuer) and issued by a bank or other financial institution acceptable to the US Issuing LenderLender (or the Underlying Issuer), in an aggregate principal amount, such that, after giving effect thereto, the aggregate US Revolving Outstandings shall not exceed the aggregate of all of the US Revolving CommitmentsCredit Amount;
(iii) if, as a result of any such reallocation, the aggregate Canadian Outstandings would exceed the aggregate of Canadian CommitmentsCredit Amount, then the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the Canadian Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate Canadian Outstandings shall not exceed the aggregate of all of the Canadian CommitmentsCredit Amount;
(iv) Borrowers shall have paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of the applicable Applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing LenderLender (or the Underlying Issuer)) due under Section 2.7(c)(i) hereof on the date of such reallocation; and
(v) Participations by the Lenders in the outstanding Letters of Credit and the Letter of Credit Obligations and the outstanding Advances of the Lenders shall be adjusted to give effect to such reallocation.
Appears in 1 contract
Sources: Credit Agreement (Complete Production Services, Inc.)
Reallocation of Commitments. Any Multiple Lender may agree with (a) Subject to the conditions set forth in this §2.10, the Borrowers shall have the right once during each fiscal quarter upon five (5) Business Days prior written notice to reallocate its existing US the Administrative Agent to (i) increase the Aggregate Domestic Revolving Loan Commitments by reducing and reallocating by an equivalent amount all or a portion of the Aggregate Canadian Revolving Loan Commitments and/or the Aggregate European Commitments and/or the Aggregate Australian Revolving Loan Commitments to the Aggregate Domestic Revolving Loan Commitments, (ii) increase the Aggregate Canadian Revolving Loan Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Canadian Revolving Loan Commitments, (iii) increase the Aggregate European Commitments by reducing and reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate European Commitments and/or (iv) increase the Aggregate Australian Revolving Loan Commitments by reducing or reallocating by an equivalent amount a portion of the Aggregate Domestic Revolving Loan Commitments to the Aggregate Australian Revolving Loan Commitments; provided that any such increase shall not be an amount less than $5,000,000.
(b) Any Reallocation pursuant to this §2.10 shall be subject to the following conditions:
(i) Each Reallocation of applicable Commitment amounts shall be made only between the offices or Canadian Commitment, so long as Affiliates of Applicable Lenders such that the sum of such US all the applicable Commitments of each Applicable Lender and its Affiliates shall not be increased or decreased as a result of any Reallocation. Each Applicable Lender, on behalf of itself and its Affiliates, hereby undertakes to comply with the lending obligations arising pursuant to any Reallocation of Commitments.
(ii) Each increase in (A) the Aggregate Domestic Revolving Commitment Loan Commitments shall be offset by a corresponding and equivalent reduction in one or more of the Aggregate Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Revolving Loan Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Aggregate European Commitments and Aggregate Australian Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple LenderLoan Commitments, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (yB) the sum of such Lender’s US Aggregate Canadian Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Loan Commitments, Aggregate European Commitments or Aggregate Australian Revolving Commitment and Canadian CommitmentLoan Commitments, as the case may be, prior to such reallocation shall be offset by a corresponding and (z) equivalent reduction in the aggregate amount of all Canadian Aggregate Domestic Revolving Loan Commitments, such that the Total Commitment in effect immediately before a Reallocation shall be equal to the Total Commitment immediately after, and after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:
(i) no Default shall have occurred and be continuing;
(ii) if, as a result of any such reallocation, the aggregate US Revolving Outstandings would exceed the aggregate of US Revolving Commitments, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the US Issuing Lender and issued by a bank or other financial institution acceptable to the US Issuing Lender, in an aggregate principal amountto, such that, after giving effect thereto, the aggregate US Revolving Outstandings shall not exceed the aggregate of all of the US Revolving Commitments;Reallocation.
(iii) if, No Reallocation shall increase the Aggregate Foreign Currency Revolving Loan Commitments in excess of $400,000,000 (as a result of any such reallocation, the aggregate Canadian Outstandings would exceed the aggregate of Canadian Commitments, then the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable same may be increased pursuant to the Canadian Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate Canadian Outstandings shall not exceed the aggregate of all of the Canadian Commitments;§6).
(iv) Borrowers No Reallocation shall have paid result in (A) any amounts (Domestic Lender having a positive Canadian Revolving Loan Commitment, European Commitment or deposited cash in the applicable Cash Collateral AccountAustralian Revolving Loan Commitment if such Domestic Lender, or caused to be issued an irrevocable standby letter of credit in favor of the applicable Issuing Lender and issued by a bank its Affiliate, did not have such positive Canadian Revolving Loan Commitment, European Commitment or other financial institution acceptable to such Issuing Lender) due under Section 2.7(c)(i) hereof Australian Revolving Loan Commitment on the date of Restatement Effective Date or acquire such reallocation; andapplicable Commitment by assignment after the Restatement Effective Date, or (B) any European Lender having a positive Canadian Revolving Loan Commitment or Australian Revolving Loan Commitment if such European Lender, or its Affiliate, did not have such positive Canadian Revolving Loan Commitment or Australian Revolving Loan Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment after the Restatement Effective Date, or (C) any Canadian Lender having a positive European Commitment or Australian Revolving Loan Commitment if such Canadian Lender, or its Affiliate, did not have such positive European Commitment or Australian Revolving Loan Commitment on the Restatement Effective Date or acquire such applicable Commitment by assignment after the Restatement Effective Date, or (D) any Australian Lender having a positive European Commitment or Canadian Revolving Loan Commitment if such Australian Lender, or its Affiliate, did not have such positive European Commitment or Canadian Revolving Loan Commitment on the Restatement Effective Date or acquire such applicable Commitments by assignment after the Restatement Effective Date.
(v) Participations by Subject to §2.10(b)(iv), each Reallocation shall be made pro rata among the Lenders whose Applicable Commitments are being reallocated from one Applicable Commitment to another, but shall not cause the Applicable Commitments of any other Lenders to change (but will result in a change in Commitment Percentages).
(vi) Subject to §§6.6 and 6.7, in no event shall (A) the outstanding Letters Aggregate Domestic Revolving Loan Commitments be reduced to an amount less than the greater of Credit (x) $225,000,000 and (y) the Letter of Credit Obligations and Total Domestic Revolver Exposure; (B) the outstanding Advances Aggregate Canadian Revolving Loan Commitments be reduced to an amount less than the Total Canadian Revolver Exposure; (C) the Aggregate European Commitments be reduced to an amount less than the Total European Exposure; or (D) the Aggregate Australian Revolving Loan Commitments be reduced to an amount less than the Total Australian Revolver Exposure.
(c) The Applicable Agent shall (i) notify each of the Lenders shall be adjusted promptly after receiving any notice of a Reallocation delivered by the Applicable Borrower pursuant to give effect this §2.10 and (ii) promptly upon the effectiveness of any such Reallocation, distribute to such reallocationeach Lender an updated Schedule II hereto, reflecting the changes in the respective Applicable Commitments of the Lenders.
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Reallocation of Commitments. Any Multiple Lender may agree with the Borrowers to reallocate its existing US Revolving Commitment or Canadian Commitment, so long as the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby Upon this Amendment becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000effective, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z) the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten (10) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation i)the Lenders shall be required deemed to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:
(i) no Default shall have occurred and be continuing;
(ii) if, as a result of any such reallocation, the aggregate US Revolving Outstandings would exceed the aggregate of assigned US Revolving Commitments, then Canadian Revolving Commitments, Tranche A Bond Purchase Commitments and Tranche B Bond Purchase Commitments among the Lenders such that the Revolving Commitment, Canadian Revolving Commitment, Tranche A Bond Purchase Commitments and Tranche B Bond Purchase Commitments and the Bond Purchase Commitment of each Lender is set forth on Schedule II, (ii) the outstanding US Revolving Loans shall be reallocated by causing such fundings and repayments among the US Borrower shall, on the effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor Lenders of the US Issuing Lender and issued by a bank or other financial institution acceptable to the US Issuing Lender, in an aggregate principal amount, Revolving Loans as necessary such that, after giving effect theretoto this Amendment, the aggregate each US Lender will hold US Revolving Outstandings shall not exceed the aggregate of all of the Loans on a pro rata basis based on its US Revolving Commitments;
Commitment (after giving effect to such increases), (iii) if, as a result of any the outstanding Canadian Revolving Loans shall be reallocated by causing such reallocation, the aggregate Canadian Outstandings would exceed the aggregate of Canadian Commitments, then fundings and repayments among the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor Lenders of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the Canadian Issuing Lender, in an aggregate principal amount, Revolving Loans as necessary such that, after giving effect theretoto this Amendment, the aggregate each Canadian Outstandings shall not exceed the aggregate of all of the Lender will hold Canadian Commitments;
Revolving Loans on a pro rata basis based on its Canadian Revolving Commitment (after giving effect to such increases) and (iv) Borrowers the Bonds held by Lenders shall have paid any amounts (or deposited cash be repurchased pursuant to the mandatory tender provisions contained in the applicable Cash Collateral Account, or caused Bond Indentures and re-issued to be issued an irrevocable standby letter of credit Lenders in favor accordance with Schedule II. All processing and/or recordation fees required under the Credit Agreement in connection with the foregoing assignments and transfers are hereby waived. The Lenders acknowledge that the transfer of the Bonds is restricted to (A) a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act of 1933 (the “1933 Act”), as amended, who is also a “qualified purchaser” within the meaning of the Investment Company Act of 1940, as amended (a “Qualified Purchaser”) or (B) an accredited investor as defined in rule 501(a)(1), (2), (3) or (7) under Regulation D as promulgated under the 1933 Act (an “Institutional Accredited Investor”) and in accordance with an available exemption from the registration requirements of Section 5 of the 1933 Act, any applicable Issuing Lender state securities laws, and issued by a bank or other financial institution acceptable to such Issuing Lender) due under Section 2.7(c)(i) hereof on in minimum denominations of $250,000. By purchasing the date of such reallocation; and
(v) Participations by the Lenders in the outstanding Letters of Credit and the Letter of Credit Obligations and the outstanding Advances Bonds, each of the Lenders shall purchasing such Bonds acknowledges that it is either a Qualified Purchaser or an Institutional Accredited Investor and that the Bonds may only be adjusted to give effect to such reallocationtransferred in accordance with the transfer restrictions described above. Notwithstanding the foregoing, each Lender acknowledges that it is a Qualified Purchaser.
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Reallocation of Commitments. Any Multiple Lender (a) As of the Closing Date, the Total Canadian Commitment is $0, there are no Canadian Banks, there is no Canadian Agent, and no Bank has any obligation to make, and neither the Borrower nor the Canadian Borrower may agree request, Canadian Revolving Credit Loans and no Bank has any obligation to purchase or accept Bankers' Acceptances. Subject to the conditions hereinafter set forth, the Borrower and the Canadian Borrower shall have the right from time to time upon twenty (20) Business Days prior written notice to each of the Agents to (i) increase the Total Canadian Commitment to an aggregate amount not more than the Canadian Dollar Equivalent of $40,000,000 by reducing and reallocating by an equivalent amount a portion of the Total Domestic Commitment to the Total Canadian Commitment (the date that the first such increase in the Total Canadian Commitment is effective referred to herein as the "Canadian Facility Effective Date") and (ii) increase the Total Domestic Commitment (to the extent a portion of the same has been previously reallocated to the Total Canadian Commitment) by reducing and reallocating by an equivalent amount all or a portion of the Total Canadian Commitment to the Total Domestic Commitment.
(b) The effectiveness of the initial Reallocation pursuant to Section 2.3 shall be subject to the following conditions:
(i) One or more Domestic Banks who are Qualifying Banks or Canadian Banks who are Qualifying Banks shall have agreed, at the request of the Borrower, to transfer all or a portion of their Domestic Commitments to the Canadian Commitments and become Canadian Banks who shall make Canadian Revolving Credit Loans to, and purchase and accept Bankers' Acceptances for the account of, the Canadian Borrower.
(ii) The Borrower and the Canadian Borrower, with the Borrowers prior approval of the Administrative Agent, which approval shall not be unreasonably withheld or delayed, shall have appointed one such Canadian Bank to be, and one such Canadian Bank shall have agreed to act as, the Canadian Agent, and such Canadian Agent, if not already a party hereto, shall become a party to this Credit Agreement.
(iii) The Borrower and the Canadian Borrower shall have provided the Administrative Agent and the Banks with forty-five (45) days prior written notice of their intent to reallocate its existing US a portion of the Total Domestic Commitment (it being understood that such forty-five (45) day notice shall include, and shall not be in addition to, the twenty (20) Business Day notice required under Section 2.3(a) and Section 2.3(c)(i)).
(iv) The Borrower and the Canadian Borrower shall have delivered to each Bank which shall have become a Canadian Bank as a result of such Reallocation a Canadian Revolving Credit Note, in accordance with Section 2.4 hereof.
(c) Each Reallocation shall also be subject to the following additional conditions:
(i) The Borrower and the Canadian Borrower shall have provided the Administrative Agent and the Banks with twenty (20) days prior written notice of their intent to reallocate a portion of the Total Domestic Commitment or the Total Canadian Commitment.
(ii) The increase in the Total Canadian Commitment, so long as if any, shall be offset by a corresponding and equivalent reduction in the Total Domestic Commitment and the increase in the Total Domestic Commitment, if any, shall be offset by a corresponding and equivalent reduction in the Total Canadian Commitment, such that the Total Commitment in effect immediately before a Reallocation shall be equal to the Total Commitment immediately after, and after giving effect to, a Reallocation.
(iii) No Reallocation shall increase (A) the Total Domestic Commitment in excess of $230,000,000, (B) the Total Canadian Commitment in excess of the Canadian Dollar Equivalent of $40,000,000 or (C) the Total Commitment in excess of $230,000,000.
(iv) No Reallocation shall, without the prior consent of the Bank affected thereby, result in (A) any Domestic Bank having a positive Canadian Commitment if such Domestic Bank, or its affiliate, did not have such positive Canadian Commitment immediately prior to such Reallocation or (B) any increase in the Total Commitment of any Bank and its affiliates.
(v) Subject to Section 2.3(c)(v), each Reallocation shall be made pro rata among the Banks whose Commitments are being reallocated from one type of Commitment to another, but shall not cause the Commitments of any other Banks to change.
(vi) In no event shall (A) the Total Domestic Commitment be reduced to an amount less than the sum of such US Revolving Commitment and Canadian Commitment remains unchanged; provided that, the aggregate amount of all Canadian Commitments, after giving effect to any reallocation, shall not exceed $50,000,000. In addition, any US Revolving Lender may agree with the Borrowers to convert a portion of its US Revolving Commitment into a Canadian Commitment, thereby becoming a Multiple Lender, and any Canadian Lender may agree with the Borrowers to convert a portion of its Canadian Commitment into a US Revolving Commitment, thereby becoming a Multiple Lender, in each case so long as (x) each Lender continues to be a US Revolving Lender with a US Revolving Commitment of at least $1,000,000, (y) the sum of such Lender’s US Revolving Commitment and Canadian Commitment remains equal to the aggregate amount of such Lender’s US Revolving Commitment and Canadian Commitment, as the case may be, prior to such reallocation and (z1) the aggregate amount of all Canadian CommitmentsDomestic Revolving Credit Loans then outstanding, after giving effect to any reallocation, shall not exceed $50,000,000. The Borrowers shall give written notice to the Administrative Agents of any reallocation pursuant to this provision at least ten plus (102) Business Days prior to the effective date of any such reallocation. No applicable Lender affected by such reallocation shall be required to agree to any such reallocation, but may do so at its option, in its sole absolute discretion. The following conditions precedent must be satisfied prior to any such reallocation becoming effective:
(i) no Default shall have occurred and be continuing;
(ii) if, as a result of any such reallocation, the aggregate US Revolving Outstandings would exceed the aggregate amount of US Revolving CommitmentsDomestic Swing Line Loans then outstanding, then the US Borrower shall, on the effective date of such reallocation, repay or prepay US Revolving Advances and US Swingline Advances, deposit cash in the US Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the US Issuing Lender and issued by a bank or other financial institution acceptable to the US Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate US Revolving Outstandings shall not exceed the aggregate of all of the US Revolving Commitments;
(iii) if, as a result of any such reallocation, the aggregate Canadian Outstandings would exceed the aggregate of Canadian Commitments, then the Canadian Borrower shall, on the effective date of such reallocation, repay or prepay Canadian Advances, deposit cash in the Canadian Cash Collateral Account, or cause to be issued an irrevocable standby letter of credit in favor of the Canadian Issuing Lender and issued by a bank or other financial institution acceptable to the Canadian Issuing Lender, in an aggregate principal amount, such that, after giving effect thereto, the aggregate Canadian Outstandings shall not exceed the aggregate of all of the Canadian Commitments;
(iv) Borrowers shall have paid any amounts (or deposited cash in the applicable Cash Collateral Account, or caused to be issued an irrevocable standby letter of credit in favor of the applicable Issuing Lender and issued by a bank or other financial institution acceptable to such Issuing Lender) due under Section 2.7(c)(i) hereof on the date of such reallocation; and
(v) Participations by the Lenders in the outstanding Letters of Credit and the Letter of Credit Obligations and the outstanding Advances of the Lenders shall be adjusted to give effect to such reallocation.plus
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