Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. (b) The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date. (c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Revolving Credit Agreement (Great North Imports, LLC)
Revolving Commitments. (a) Subject to the terms and conditions hereof, (1) each Dollar Revolving Lender severally agrees to make revolving credit loans in Dollars (together, the “Dollar Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Dollar Revolving Commitment Percentage of the sum of the LC Obligations then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Dollar Revolving Commitment and (2) each Alternative Currency Revolving Lender severally agrees to make revolving credit loans in one or more Alternative Currencies (“Alternative Currency Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such ▇▇▇▇▇▇’s Alternative Currency Revolving Percentage of the sum of (i) the LC Obligations then in effectoutstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Alternative Currency Revolving Commitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Dollar Revolving Loans shall be made and Alternative Currency Revolving Loans denominated in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no 2.12. The Alternative Currency Revolving Loan Loans denominated in an Alternative Currency other than Dollars shall be made as a Eurocurrency Loan after the day that is one month prior to the Eurodollar Loans.
(b) The Borrower shall repay all outstanding Revolving Loans on applicable Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Credit Agreement (Davita Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender (acting through any of its branches or affiliates) severally agrees to make revolving credit loans (together, the “Revolving Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Revolving Commitment Percentage of the sum of (x) the then outstanding L/C Obligations and the then outstanding Swing Line and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment then and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in effectcurrencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period, each of Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The . Revolving Loans shall be made in Dollars and may from time to time be Eurocurrency Loans or (i) Eurocurrency other than in the case of Foreign Currency Loans, (ii) ABR Loans or (iii) a combination thereofTerm Benchmark Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.22.13.
(b) Subject to the terms and conditions hereof, each Revolving Lender agrees to make Foreign Currency Loans to the Borrowers from time to time during the Revolving Commitment Period; provided that no (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure denominated in any L/C Foreign Currency outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Loan Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in any L/C Foreign Currency) and (2) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (y) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity DateLoans.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s shall repay all of its outstanding Revolving Loans, such including Foreign Currency Loans, on the Initial Maturity Date.
(d) Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower will execute and deliver to by causing any domestic or foreign branch or Affiliate of such Lender a promissory note substantially in the form to make such Loan; provided that any exercise of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing option shall not affect the obligation of such Additional Borrower to pay the amount of the Revolving Commitment of repay such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Loan in accordance with subsection 4.1the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then have under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.10.
(cb) Each The Borrower agrees thatmay from time to time elect to increase the Revolving Commitments in a minimum amount of $5,000,000 so long as, upon after giving effect thereto, the request aggregate amount of the Revolving Commitments does not exceed $175,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by any the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note an agreement substantially in the form of Exhibit A-1G hereto, with appropriate insertions as and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to payeethis clause shall become effective on the date agreed by the Borrower, date the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and principal amount the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of in the Revolving Commitment of such Lender orany Lender), if lessshall become effective under this paragraph unless, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Closing Date, Borrower and (ii) be stated to mature the Administrative Agent shall have received documents consistent with those delivered on the Maturity Effective Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (iiiii) provide for the payment Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of interest the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with subsection 4.1the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods.
(c) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (ai) Subject to the terms and conditions hereof, each Lender holding a Tranche B-1 Revolving Commitment severally agrees to make revolving credit loans (together, the “Tranche B-1 Revolving Loans”) to each of the Borrowers (on a joint and several basis as between the Borrowers) from time to time in Dollars or, at the request of the Parent Borrower, in any Designated Foreign Currency during the Tranche B-1 Revolving Commitment Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Commitment Percentage of the sum of the Dollar Equivalent of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effecteffect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and, to the extent applicable, the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency on the date on which the Parent Borrower has given the Administrative Agent a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this Section 2.1(b)). During the Tranche B-1 Revolving Commitment Period, each of the Borrowers may use the Tranche B-1 Revolving Commitments by borrowing, prepaying the Tranche B-1 Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(bii) The Except as hereinafter provided, Revolving Loans shall shall, at the option of the Parent Borrower, (x) in the case of Revolving Loans denominated in Dollars, be made in Dollars incurred and may from time to time be (i) maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (iiy) ABR in the case of Revolving Loans denominated in Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans and (iiiz) a combination thereof, as determined by in the Borrowers and notified to the Administrative Agent case of Revolving Loans denominated in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
any Designated Foreign Currency (c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(bother than Canadian Dollars), in order to evidence such Lender’s Revolving be incurred and maintained as Eurocurrency Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, (a) each Facility A Lender severally agrees to make revolving credit loans Revolving Loans (together, the “Facility A Revolving Loans”) to each of the Borrowers from time to time during the Availability Period to the US Borrowers in Dollars and (b) each Facility B Lender agrees to make Revolving Loans (the “Facility B Revolving Loans”) from time to time during the Availability Period to the Canadian Borrowers in Dollars, if, in each case after giving effect thereto:
(i) the Facility A Credit Exposure or Facility B Credit Exposure of any Lender would not exceed such ▇▇▇▇▇▇’s Facility A Commitment Period in an aggregate principal amount at any one time outstanding whichor Facility B Commitment, when added to such Lender’s respectively;
(ii) the total Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does Credit Exposure would not exceed the lesser of (x) the aggregate amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowingand (y) the Aggregate Borrowing Base;
(iii) the total Facility A Credit Exposure would not exceed the lesser of (x) the aggregate amount of the Facility A Commitments and (y) the Aggregate Facility A Borrowing Base; and
(iv) the total Facility B Credit Exposure would not exceed the lesser of (x) the aggregate amount of the Facility B Commitments and (y) the Aggregate Borrowing Base minus the Facility A Credit Exposure; subject, prepaying in the Revolving Loans case of each of clause (ii), (iii) and (iv) above, to the Administrative Agent’s authority, in whole or in partits sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof.
(b) The Revolving Loans shall be made in Dollars set forth herein, each Borrower may borrow, prepay and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s reborrow its Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Second Amendment (ODP Corp)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not AMERICAS 91292609 exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $25,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $100,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, (a) each Facility A Lender severally agrees to make revolving credit loans Revolving Loans (together, the “Facility A Revolving Loans”) to each of the Borrowers from time to time during the Availability Period to the US Borrowers in Dollars and (b) each Facility B Lender agrees to make Revolving Commitment Loans (the “Facility B Revolving Loans”) from time to time during the Availability Period to the Canadian Borrowers in an aggregate principal amount at Dollars, if, in each case after giving effect thereto:
(i) the Facility A Credit Exposure or Facility B Credit Exposure of any one time outstanding which, when added to Lender would not exceed such Lender’s Facility A Commitment or Facility B Commitment, respectively;
(ii) the total Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does Credit Exposure would not exceed the lesser of (x) the aggregate amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowingand (y) the Aggregate Borrowing Base;
(iii) the total Facility A Credit Exposure would not exceed the lesser of (x) the aggregate amount of the Facility A Commitments and (y) the Aggregate Facility A Borrowing Base; and
(iv) the total Facility B Credit Exposure would not exceed the lesser of (x) the aggregate amount of the Facility B Commitments and (y) the Aggregate Borrowing Base minus the Facility A Credit Exposure; subject, prepaying in the Revolving Loans case of each of clause (ii), (iii) and (iv) above, to the Administrative Agent’s authority, in whole or in partits sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof.
(b) The Revolving Loans shall be made in Dollars set forth herein, each Borrower may borrow, prepay and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s reborrow its Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Credit Agreement (Office Depot Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender Class A Lender, severally and not jointly with the other Class A Lenders, agrees from time to time during the Class A Revolving Commitment Period to make revolving credit loans (togethereach, a “Class A Revolving Loan” and, collectively, the “Class A Revolving Loans”) to each of the Borrowers from time to time during the Revolving Commitment Period Borrower in an aggregate principal amount at any one time outstanding which, when added to such Class A Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line LoansAggregateother Class A Revolving Outstandings, does not exceed the amount of such Class A Lender’s Class A Revolving Commitment then in effecteffect at such time as at the date such Class A Revolving Loan is to be made. The amount of each Class A Lender’s Class A Revolving Loans and Class A Revolving Commitment on the ClosingAmendment No. 3 Effective Date shall be equal to the amount reflected on the Register on the ClosingAmendment No. 3 Effective Date, which amount shall be conclusive absent manifest error. During the Class A Revolving Commitment Period, each of the Borrowers Borrower may use the Class A Revolving Commitments by borrowing, prepaying the Class A Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof.
(b) . The Class A Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofBase Rate Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no 2.15.
(a) (b) Subject to the terms and conditions hereof, each Class B Lender, severally and not jointly with the other Class B Lenders, agrees from time to time during the Class B Revolving Commitment Period to make revolving credit loans (each, a “Class B Revolving Loan” and, collectively, the “Class B Revolving Loans”) to the Borrower in an aggregate principal amount at any one time outstanding which, when added to such Class B Lender’s other Class B Revolving Outstandings, does not exceed the amount of such Class B Lender’s Class B Revolving Commitment in effect at such time as at the date such Class B Revolving Loan is to be made. The amount of each Class B Lender’s Class B Revolving Loans and Class B Revolving Commitment on the Amendment No. 34 Effective Date shall be made as a Eurocurrency Loan after the day that is one month prior equal to the Maturity amount reflected on the Register on the Amendment No. 34 Effective Date, which amount shall be conclusive absent manifest error. During the Class B Revolving Commitment Period, the Borrower may use the Class B Revolving Commitments by borrowing, prepaying the Class B Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Class B Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.15.
(c) Each The Borrower agrees thatshall repay (i) all outstanding Class A Revolving Loans on the Original Termination Date of the Class A Revolving Commitments and (ii) all outstanding Class B Revolving Loans on the Termination Date of the Class B Revolving Commitments or, upon in each case or, with respect to any Revolving Loans outstanding with respect to an Extended Revolving Commitment, the request Termination Date applicable thereto.
(d) Any Revolving Loans made (including without limitation those required to the Administrative Agent by any Lender be made under Sections 2.3 and 2.4) on or after the Amendment No. 3 Effective Date shall be made ratably in accordance with the pro rata share of Total Revolving Commitments of each Lender (and for the avoidance of doubt, shall be made ratably among the Class A Revolving Commitments and the Class B Revolving Commitments such that the Class A Revolving Loans and the Class B Revolving Loans shall always comprise the percentage that the Class A Revolving Commitments and the Class B Revolving Commitments, respectively, comprise of the Total Revolving Commitments as of such date). For the avoidance of doubt, (i) all Borrowings of Revolving Loans at any time prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount Stated Maturity of the Class A Revolving Commitment of such Lender orCommitments shall be made, if lessand deemed to be made, ratably among the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated Class A Lenders and the Closing DateClass B Lenders, and (ii) all Borrowings of Revolving Loans prior to the Stated Maturity of the Class B Revolving Commitments but on or after the Stated Maturity of the Class A Revolving Commitments shall be stated made, and deemed to mature on be made, ratably among the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1Class B Lenders.
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (togethereach, a “Revolving Loan” and, collectively, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage the Dollar Equivalent of each of the sum aggregate outstanding amount of any Revolving Loans, any Swingline Loans, the then aggregate undrawn amount of all outstanding Letters of Credit, and the aggregate amount of all L/C Obligations Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and the then outstanding Swing Line Loansowing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment then Commitment. In addition, (i) the amount of the Total Revolving Extensions of Credit outstanding at such time shall not exceed the Total Revolving Commitments in effecteffect at such time and (ii) the Dollar Equivalent of all Revolving Loans funded in Foreign Currencies and the aggregate L/C Exposure with respect to Foreign Currency Letters of Credit shall not exceed the Foreign Currency Sublimit. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that 2.13. Notwithstanding anything to the contrary contained herein, during the existence of an Event of Default, no Revolving Loan shall may be made borrowed as, converted to or continued as a Eurocurrency Loan after Loan.
(b) The Borrower shall repay all outstanding Revolving Loans (including all Overadvances) on the day that is one month prior to the Maturity Revolving Termination Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all All Revolving Loans shall be made by such Lender to such Borrower. Each only in Dollars or other Agreed Currencies.
(d) All Revolving Note Loans in Agreed Currencies other than Dollars shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1Eurocurrency Loans.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding (i) L/C Obligations and the then outstanding Swing Line Loansand (ii) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.7.
(b) [Intentionally omitted].
(c) Each [Intentionally omitted].
(d) [Intentionally omitted].
(e) The Borrower agrees that, upon shall repay to each Lender its outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for additional one year periods by providing not less than 65 days’ written notice to the Administrative Agent prior to March 17 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date; provided that (i) more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or otherwise committed to by Extending Lenders and any Lender New Lenders, (ii) no default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof shall be true and correct in all material respects on and as of such date with the same force and effect as if made on or prior as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Closing Date or in connection with Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any assignment pursuant to subsection 11.6(brenewals by other Lenders), in order to evidence such Lender’s Revolving Loans, such . The Borrower will execute and deliver have the right to such Lender a promissory note substantially accept commitments from third party financial institutions acceptable to the Administrative Agent (the “New Lenders”) in the form of Exhibit A-1, with appropriate insertions as an amount equal to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment Commitments of such Lender or, if less, any Declining Lenders; provided that the aggregate unpaid principal Extending Lenders will have the right to increase their Revolving Commitments up to the amount of all the Declining Lenders’ Revolving Loans made by such Lender Commitments before the Borrower will be permitted to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide substitute any other financial institutions for the payment of interest in accordance with subsection 4.1Declining Lenders. The Borrower may only extend the Revolving Termination Date five times pursuant to this Section 2.1(e).
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations Exposure and the Swingline Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.7.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $250,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $25,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $250,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Borrower agrees thatAny additional bank, upon financial institution or other entity which, with the request to consent of the Borrower, the Administrative Agent by any and each Issuing Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.12(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each (i) US Revolving Lender severally agrees to make revolving credit loans (together, the “US Revolving Loans”) denominated in Dollars to each of the Borrowers Company from time to time during the Revolving Commitment Revolver Availability Period in an aggregate principal amount at any one time outstanding which, when added to such Lender▇▇▇▇▇▇’s US Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, does not exceed such ▇▇▇▇▇▇’s US Revolving Commitment and (ii) each Multicurrency Revolving Lender severally agrees to make revolving credit loans (“Multicurrency Revolving Loans” and together with the US Revolving Loans, “Revolving Loans”) denominated in a Multicurrency to the Company and the Foreign Subsidiary Borrowers, from time to time during the Revolver Availability Period in an aggregate principal amount (including the Dollar Equivalent of the aggregate principal amount of any such Multicurrency Revolving Loans denominated in a Multicurrency other than Dollars) at any one time outstanding which does not exceed such Lender’s Multicurrency Revolving Commitment then in effectCommitment. During Within the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof.
(b) set forth herein, a Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Loans shall be made denominated in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Company and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Section 2.05. The Multicurrency Revolving Loan Loans denominated in any Multicurrency other than Dollars shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1Section 2.05.
Appears in 1 contract
Sources: Credit Agreement (Corelogic, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $200,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after the day that is one month prior minimum amount of at least $25,000,000. No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on or prior (which consent shall not be unreasonably withheld), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1E-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. The aggregate Revolving Commitments are hereby increased by $23,000,000.00 to $523,000,000.00. JPMorgan hereby agrees to increase its Revolving Commitment by $7,666,666.67, KeyBank National Association hereby agrees to increase its Revolving Commitment by $7,666,666.66, and Bank of America, N.A. hereby agrees to increase its Revolving Commitment by $7,666,666.66 (collectively, the “New Revolving Commitments”) to the amount set forth opposite its name on Schedule 2.01A attached to this Amendment. Such New Revolving Commitments shall constitute “Extended Revolving Commitments” under the Credit Agreement. On the Amendment Effective Date, (a) Subject to each of the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) Lenders shall assign to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding whichIncreasing Lenders, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use Increasing Lenders shall purchase from each of the Revolving Commitments by borrowingLenders, prepaying at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on the Amendment Effective Date as shall be necessary in whole or in partorder that, after giving effect to all such assignments and reborrowingpurchases, all such Revolving Loans will be held by the Revolving Lenders ratably in accordance with the terms and conditions hereof.
their Revolving Commitments set forth on Schedule 2.01A attached to this Amendment, (b) The each Revolving Lender shall automatically and without further act be deemed to have assigned to each of the Increasing Lenders, and each such Increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans shall be made in Dollars such that, after giving effect to each such deemed assignment and may from time to time be assumption of participations, the aggregate outstanding (i) Eurocurrency Loans, participations in Letters of Credit and (ii) ABR participations in Swingline Loans or (iii) a combination thereof, as determined will be held by the Borrowers and notified to the Administrative Agent Revolving Lenders ratably in accordance with subsections 2.2 and 4.2; provided that no their Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior Commitments set forth on Schedule 2.01A attached to the Maturity Date.
this Amendment, (c) Each Borrower agrees thateach New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and an Extended Revolving Commitment and each loan made thereunder shall be deemed, upon the request for all purposes, a Revolving Loan and an Extended Loan and (d) each Increasing Lender shall become a Revolving Lender with respect to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the New Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of and all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1matters relating thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Loans” or the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Loans shall be Eurodollar Loans unless, pursuant to the terms hereof, the Loans are required to be Base Rate Loans.
(b) The Borrower shall repay all outstanding Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by on the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Termination Date.
(c) Each The Borrower agrees thatmay, upon at its sole expense and effort and with the request consent of the Administrative Agent, on one occasion only, request: (i) one or more Lenders to increase (in the sole and absolute discretion of each such Lender) the amount of their respective Revolving Commitments or (ii) another lending institution reasonably acceptable to the Administrative Agent by (each, a “New Lender”) to become a Lender and extend a Revolving Commitment hereunder (each such Lender and any New Lender made on or prior being herein referred to as a “Proposed Lender”). To request an increase pursuant to this Section 2.1(c), the Borrower shall submit to the Closing Date or in connection with any assignment pursuant to subsection 11.6(bAdministrative Agent a request (an “Additional Commitment Request”), in order form and substance reasonably satisfactory to evidence the Administrative Agent, signed by the Borrower, which shall be irrevocable and shall specify, as the case may be: (x) each such Proposed Lender and the amount of the proposed increase in its Revolving Commitment or (y) the identity of, and proposed Revolving Commitment for any New Lender. At the request of the Administrative Agent, the Borrower shall cause any New Lender to complete and deliver to the Administrative Agent an administrative questionnaire in the Administrative Agent’s form. Promptly following receipt of any Additional Commitment Request, the Administrative Agent shall advise each Lender of the details thereof. Upon the approval of the terms of the Additional Commitment Request by the Administrative Agent, (A) each such Proposed Lender which shall then be an existing Lender shall have its Revolving Commitment increased by the amount set forth in such request, or (B) the New Lender shall be and become a Lender hereunder having a Revolving Commitment equal to the amount set forth therefor in such request, provided that in each such case: (1) immediately before and after giving effect thereto, no Default or Event of Default shall or would exist, (2) each such Proposed Lender shall have executed and delivered to the Administrative Agent a supplement to this Agreement providing for its increased Revolving Commitment or its Revolving Commitment, as applicable, in form satisfactory to the Administrative Agent (an “Additional Lender Supplement”), (3) only one New Lender, with a Revolving Commitment of up to and including $10,000,000, may become a Lender under this subsection (c), (4) the maximum aggregate amount of increased or new Revolving Commitments that may be effected pursuant to this subsection (c) shall be $10,000,000, (5) no such request may be submitted or effected after any optional reduction of the Revolving Commitments pursuant to Section 2.4 and (6) it shall be a condition precedent to the effectiveness of any increased or new Revolving Commitment that the Lease/Purchase Documents shall have been amended or modified in a manner reasonably satisfactory to the Administrative Agent.
(d) Simultaneously with any increase in the aggregate amount of the Revolving Commitments under subsection (c) above, each Proposed Lender then becoming a Lender or increasing its Revolving Commitment hereunder (each, an “Incremental Lender”) shall, to the extent necessary, purchase from each other Lender, and each other Lender shall sell to each Incremental Lender, in each case at par and without representation, warranty, or recourse (in accordance with and subject to the restrictions contained in Section 10.6), such principal amount of the Revolving Extensions of Credit of such other Lender, together with all accrued and unpaid interest thereon, as will result, after giving effect to such transaction, in each Lender’s percentage of Revolving Extensions of Credit outstanding being equal to such Lender’s Revolving LoansPercentage, provided that each such Borrower will execute and deliver assignor Lender shall have received (to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount extent of the Revolving Commitment interests, rights and obligations assigned) payment of such Lender or, if less, the aggregate unpaid outstanding principal amount of its Loans, accrued interest thereon, accrued fees, commissions and all Revolving Loans made by other amounts payable to it under the Loan Documents from the applicable assignee Lenders (to the extent of such Lender to such Borrower. Each Revolving Note shall outstanding principal and accrued interest, fees and commissions) or the Borrower (i) be dated in the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment case of interest in accordance with subsection 4.1all other amounts).
Appears in 1 contract
Revolving Commitments. (a) Subject to Each of the terms Revolving Lenders, severally and conditions hereoffor itself alone, each Lender severally agrees to make loans to the Company on a revolving credit loans basis (together"REVOLVING LOANS"), the “Revolving Loans”) to each of the Borrowers from time to time during until the Termination Date in such Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Revolving Commitment Percentage of such aggregate amounts as the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Company may request from all Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use Lenders under the Revolving Commitments by borrowingand (b) the Issuing Lender agrees to issue standby letters of credit to support the Surety Bond Facility, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the each case containing such terms and conditions hereof.
as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (b) The Revolving Loans shall be made in Dollars and may each a "LETTER OF Credit"), for the account of one or more of the Construction Business Debtors from time to time be before the Termination Date and, as more fully set forth in SECTION 2.4, each Revolving Lender agrees to purchase a participation in each such Letter of Credit; PROVIDED that (i) Eurocurrency Loans(x) the aggregate principal amount of outstanding Revolving Loans will not at any time exceed $11,167,451.12 (as reduced from time to time pursuant to SECTION 6.1, the "REVOLVING LOAN COMMITMENT AMOUNT") and (y) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $7,500,000 (as reduced from time to time pursuant to SECTION 6.1, the "LC COMMITMENT AMOUNT"), (ii) ABR Loans or the Revolving Outstandings at any time shall not exceed the Commitment Amount in effect at such time (iii) a combination thereofIT BEING UNDERSTOOD that, as determined subject to the limitations set forth herein, Letters of Credit shall be available up to the lesser of the full amount authorized by the Borrowers Interim Financing Order and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(cLC Commitment Amount) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for if at any time all or substantially all the payment assets, or all or substantially all the interest of interest the Company and its Subsidiaries in accordance with subsection 4.1the Capital Stock of all three Construction Business Debtors have been sold to a Person that is not a Debtor, the Commitment to issue Letters of Credit hereunder shall, automatically and without further action, terminate.
Appears in 1 contract
Sources: Post Petition Credit Agreement (U S Aggregates Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.10.
(cb) Each The Borrower agrees thatmay from time to time elect to increase the Revolving Commitments in a minimum amount of $5,000,000 so long as, upon after giving effect thereto, the request aggregate amount of the Revolving Commitments does not exceed $400,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by any the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note an agreement substantially in the form of Exhibit A-1G hereto, with appropriate insertions as and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to payeethis clause shall become effective on the date agreed by the Borrower, date the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and principal amount the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of in the Revolving Commitment of such Lender orany Lender), if lessshall become effective under this paragraph unless, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Closing Date, Borrower and (ii) be stated to mature the Administrative Agent shall have received documents consistent with those delivered on the Maturity Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (iiiii) provide for the payment Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of interest the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with subsection 4.1the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods.
(c) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (togethereach, a “Revolving Loan” and, collectively, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s the aggregate outstanding amount of any Revolving Commitment Percentage Loans, any Swingline Loans, the aggregate undrawn amount of all outstanding Letters of Credit, and the sum aggregate amount of the then outstanding all L/C Obligations Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and the then outstanding Swing Line Loansowing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment Commitment. In addition, the amount of the Total Revolving Extensions of Credit outstanding at such time shall not exceed the lesser of (i) the Total Revolving Commitments in effect at such time, and (ii) the sum of (x) the Non-Formula Amount and (y) the Borrowing Base, each as in effect at such time (the “Availability Amount”); provided, however, that notwithstanding anything to the contrary contained in this Section 2.1(a), Revolving Loans may be made in excess of the Availability Amount (but not in excess of the Total Revolving Commitments then in effect) (such Revolving Loans referred to herein as “Non-Formula Advances”) subject to the following terms and conditions: (1) such Non-Formula Advances may be made solely during the last Business Day of any fiscal quarter, commencing with the quarter ending December 31, 2016; (2) prior to any Non-Formula Advance, the Borrower must provide a duly completed and executed Notice of Borrowing in accordance with the requirements of Section 2.2 which requests such Non-Formula Advance and which also directs the repayment of such Non-Formula Advance within the time frame provided in clause (5) herein, (3) Liquidity (as measured when giving effect to the Non-Formula Advances on a pro forma basis) on the date of such requested Non-Formula Advance must be greater than or equal to $40,000,000, (4) the proceeds of any Non-Formula Advance shall be held in an account that Borrower maintains at SVB or an Affiliate of SVB until such Non-Formula Advance is repaid, and (5) the Borrower shall repay any and all Non-Formula Advances on or before the first (1st) Business Day after the applicable fiscal quarter end. In the event that the Borrower shall fail to repay the principal amount of any Non-Formula Advance as provided in Section 2.1(a)(5), such Non-Formula Advance shall be deemed an Advance that is not a Non-Formula Advance and shall be subject to the terms and conditions of this Agreement, including, without limitation, the Availability Amount and the provisions set forth in Section 2.5. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Borrower shall repay all outstanding Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by on the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Termination Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Credit Agreement (Radisys Corp)
Revolving Commitments. (a) Subject By written notice sent to the terms and conditions hereof, each Lender severally agrees Administrative Agent (which the Administrative Agent shall promptly distribute to make revolving credit loans (togetherthe Lenders), the “Revolving Loans”) to each of the Borrowers Borrower may at any time and from time to time during request an increase of the Revolving Commitment Period in aggregate amount of the Commitments by an aggregate principal amount at equal to any one time outstanding whichintegral multiple of $5,000,000; provided that (i) no Default shall have occurred and be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, when added to nor shall the Borrower have given notice of any such Lender’s Revolving Commitment Percentage of reduction under Section 2.09; (iii) the sum of (A) the then outstanding L/C Obligations and total amount of all Commitments after giving effect to any such increase, plus (B) the then outstanding Swing Line Loansinitial principal amount of any Incremental Term Loan, does shall not exceed $1,050,000,000; and (iv) the amount Commitment of a Lender shall not be increased without the consent of such Lender’s Revolving Commitment then in effect. During If one or more of the Revolving Commitment PeriodLenders is not increasing its Commitment, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the Borrowers may use requested increase that will not be provided by the Revolving existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments by borrowingand the New Lenders (if any) shall execute and deliver a supplement in the form attached hereto as Exhibit C (the “Increased Commitment Supplement”). If all existing Lenders shall not have provided their pro rata portion of the requested Increase Amount, prepaying the Revolving Loans in whole or in part, and reborrowing, all will not be held pro rata by the Lenders in accordance with the terms and conditions hereof.
(b) The Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Loans shall will be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined held by the Borrowers and notified to the Administrative Agent Lenders, pro rata in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Commitments shall be made as deemed to be a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender purchase of a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the corresponding amount of the Revolving Commitment Loans of such the Lender or, if less, or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the aggregate unpaid principal amount same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to apply thereto under the terms of all Revolving Loans this Agreement. All advances made by such Lender to such Borrower. Each Revolving Note under this Section shall (i) be dated made through the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1Administrative Agent.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.10.
(cb) Each The Borrower agrees thatmay from time to time elect to increase the Revolving Commitments (a “Revolving Commitment Increase”) in a minimum amount of $5,000,000 or such lower amount if such amount represents all remaining availability under the limit set in this Section 2.4(b) so long as, upon after giving effect thereto, the request aggregate amount of the Incremental Extensions of Credit and Revolving Commitment Increases does not exceed (i) $750,000,000 plus (ii) in the event the Term Loan B Facility is incurred as an Incremental Term Loan, $1,375,000,0001,400,000,000 plus (iii) an additional unlimited amount, provided, that in the case of this clause (iii), (A) at the time of incurrence (or the making of commitments if not drawn in full when committed) on a Pro Forma Basis (assuming that any such Revolving Commitment Increase is drawn in full and excluding the cash proceeds of such Revolving Commitment Increase), the Consolidated Secured Leverage Ratio does not exceed 3.50 to 1.00 as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or 6.1(b) and (B) committed but undrawn amounts for which the requirements in clause (A) are met when committed shall subsequently be available to be drawn without a need to meet such requirements. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Revolving Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by any the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender, the Borrower and such Increasing Revolving Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note an agreement substantially in the form of Exhibit A-1G hereto, with appropriate insertions as and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to payeethis clause shall become effective on the date agreed by the Borrower, date the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and principal amount the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of in the Revolving Commitment of such Lender orany Lender), if lessshall become effective under this paragraph unless, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Closing DateBorrower, (ii) after giving effect to such Revolving Commitment Increase, subject to Section 1.2(e), the Borrower shall be stated to mature on the Maturity Date in compliance with Section 7.1, and (iii) provide the Administrative Agent shall have received documents consistent with those delivered on the Initial Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the payment benefit of interest the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with subsection 4.1the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. For the avoidance of doubt, no existing Lender will be required to provide any Revolving Commitment Increase and the Borrower shall have no or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) Loans to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding whichoutstanding, when added to such Lender▇▇▇▇▇▇’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, which does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, part and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that no Revolving Loan each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the day that is one month prior resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the Maturity Dateextent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Each Borrower agrees that, upon the request Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by any Lender made each Lender, Interest Periods having terms other than as set forth herein ), on or prior each date upon which the Total Commitments shall be increased pursuant to this Section, to the Closing Date or extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with any assignment respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to subsection 11.6(b)the preceding sentence shall be effected, in order to evidence such Lender’s Revolving Loansthe maximum extent practicable, such through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of shall repay all Revolving then outstanding Loans made by such Lender the Lenders to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) in Dollars to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Revolving Commitment Percentage of the sum of (x) the then outstanding L/C Obligations and the then outstanding Swing Line and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The . Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.22.13.
(b) Subject to the terms and conditions hereof, each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Borrowers from time to time during the Revolving Commitment Period; provided that no (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Loan Percentage of the sum of (1) the L/C Obligations then outstanding and (2) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (y) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity DateLoans.
(c) Each Borrower agrees that, upon shall repay all of its outstanding Revolving Loans and Foreign Currency Loans on the request Maturity Date.
(d) Notwithstanding anything to the Administrative Agent contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any Lender made on domestic or prior to the Closing Date foreign branch or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to Affiliate of such Lender a promissory note substantially in the form to make such Loan; provided that any exercise of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing option shall not affect the obligation of such Additional Borrower to pay the amount of the Revolving Commitment of repay such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Loan in accordance with subsection 4.1the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then have under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions ------------------------- hereof, each Lender severally agrees to make initial revolving credit loans (together, the “"Initial Revolving Loans”") to each of the Borrowers Borrower from time to time during the Initial ----------------------- Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Revolving Commitment Percentage of the sum of (i) the then outstanding L/C Obligations and the then outstanding Swing Line Loansand (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s 's Initial Revolving Commitment then in effectCommitment. During the Initial Revolving Commitment Period, each of Period the Borrowers Borrower may use the Initial Revolving Commitments by borrowing, prepaying the Initial Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Initial Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.14.
(cb) Each Borrower agrees that, upon the request Subject to the Administrative Agent by any terms and conditions hereof, each Lender made on or prior severally agrees to make acquisition revolving credit loans ("Acquisition Revolving --------------------- Loans") to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “time during the Acquisition Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.-----
Appears in 1 contract
Sources: Credit Agreement (Agl Resources Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender▇▇▇▇▇▇’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Term Benchmark Revolving Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $15,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $50,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Borrower agrees thatAny additional bank, upon financial institution or other entity which, with the request to consent of the Borrower, the Administrative Agent by any and each Issuing Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “"Revolving Loans”") to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Revolving Commitment Percentage of the sum of (i) the LC Obligations then outstanding L/C Obligations and (ii) the aggregate principal amount of the Swingline Loans then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s 's Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided 2.12.
(b) The Borrower and any one or more Revolving Lenders (including New Revolving Lenders) may agree that no each such Lender shall obtain a Revolving Loan shall be made Commitment or increase the amount of its existing Revolving Commitment, as a Eurocurrency Loan after the day that is one month prior applicable, in each case by executing and delivering to the Maturity Administrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Revolving Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and (ii) no more than three Increased Revolving Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on or prior (which consent shall not be unreasonably withheld), elects to the Closing Date or become a "Revolving Lender" under this Agreement in connection with any assignment pursuant to subsection 11.6(btransaction described in Section 2.2(b) shall execute a New Revolving Lender Supplement (each, a "New Revolving Lender Supplement"), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1H, with appropriate insertions whereupon such bank, financial institution or other entity (a "New Revolving Lender") shall become a Revolving Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to payee, date the benefits of this Agreement.
(d) For the purpose of providing that the respective amounts of Revolving Loans (and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of Eurodollar Tranches in respect thereof) held by the Revolving Commitment of such Lender orLenders are held by them on a pro rata basis according to their respective Revolving Percentages, if less, the aggregate unpaid principal amount of all on each Increased Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall Facility Restatement Effective Date (i) all outstanding Revolving Loans shall be dated converted into a single Revolving Loan that is a Eurodollar Loan (with an interest period to be selected by the Closing DateBorrower), and upon such conversion the Borrower shall pay any amounts owing pursuant to Section 2.20, if any, (ii) any new borrowings of Revolving Loans on such date shall also be stated to mature on the Maturity Date part of such single Revolving Loan and (iii) provide for all Revolving Lenders (including the payment New Revolving Lenders) shall hold a portion of interest such single Revolving Loan equal to its Revolving Percentage thereof and any fundings on such date shall be made in accordance with subsection 4.1such a manner so as to achieve the foregoing.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding (i) L/C Obligations and the then outstanding Swing Line Loansand (ii) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR LIBOR Rate Loans or (iii) a combination thereofBase Rate Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.7.
(cb) Each The Borrower agrees that, upon shall repay to each Lender its outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for an additional one year periodsperiod by providing not less than 65 days’ written notice to the Administrative Agent prior to February 18 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date; provided that (i) more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or otherwise committed to by Extending Lenders and any Lender New Lenders, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof if not qualified as to materiality shall be true and correct in all material respects and all other representations and warranties set forth in Section 3 hereof shall be true and correct, in each case on and as of such date with the same force and effect as if made on or prior as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties, if not qualified as to materiality, shall be true and correct in all material respects and all such other representations and warranties shall be true and correct, in each case as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Closing Date or in connection with Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any assignment pursuant to subsection 11.6(brenewals by other Lenders), in order to evidence such Lender’s Revolving Loans, such . The Borrower will execute and deliver have the right to such Lender a promissory note substantially accept commitments from third party financial institutions acceptable to the Administrative Agent (the “New Lenders”) in the form of Exhibit A-1, with appropriate insertions as an amount equal to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment Commitments of such Lender or, if lessany Declining Lenders; provided that the Extending Lenders will have the right to increase their Revolving Commitments up to the amount of the Declining Lenders’ Revolving Commitments before the Borrower will be permitted to substitute any other financial institutions for the Declining Lenders. TheFollowing the First Amendment Effective Date, the aggregate unpaid principal amount of all Borrower may only extend the Revolving Loans made by such Lender Termination Date two timesone time pursuant to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1this Section 2.1(b).
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month 2.6.
(b) At any time prior to the Maturity fourth anniversary of the Closing Date, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (iv) no more than one Increased Revolving Commitment Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on or prior (which consent shall not be unreasonably withheld), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1E-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to such Lender and representing the obligation of such Borrower to pay the amount of prepay the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each effective as of the Amendment Effective Date, all Revolving Commitments in effect immediately prior to the Amendment Effective Date (the “Existing Revolving Commitments”) will be terminated pursuant to Section 2.08(b) of the Credit Agreement; provided, however, that the foregoing shall not affect (i) the LC Commitment of any Issuing Bank or (ii) the obligation of the Swingline Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) Swingline Loans pursuant to each Section 2.04 of the Borrowers from time Credit Agreement, in each case as in effect immediately prior to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereofAmendment Effective Date.
(b) The Subject to the terms and conditions set forth herein, on the Amendment Effective Date, simultaneously with the termination of the Revolving Loans shall be made in Dollars and may from time Commitments pursuant to time be clause (a) above, (i) Eurocurrency Loanseach Lender that has executed and delivered to the Administrative Agent, on or prior to the Amendment Effective Date, a signature page to this Amendment as a “New Revolving Lender” shall become or continue to be, as applicable, a Revolving Lender and a Lender under the Credit Agreement and (ii) ABR Loans or the “Revolving Commitment” of each New Revolving Lender (iiithe “New Revolving Commitments”) a combination thereof, as determined by will be the Borrowers amount of the commitment set forth with respect to such New Revolving Lender on Annex I hereto. The New Revolving Commitments of the New Revolving Lenders are several and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no New Revolving Loan Lender shall be made as a Eurocurrency Loan after the day that is one month prior responsible for any other New Revolving Lender’s failure to the Maturity Datemake Revolving Loans.
(c) Each For all purposes of the Senior Loan Documents, (i) the Revolving Commitment of each New Revolving Lender, and the Loans made by each New Revolving Lender pursuant to such Revolving Commitments, shall constitute a “Revolving Commitment” and “Revolving Loans”, respectively, under the Credit Agreement and (ii) all Letters of Credit outstanding immediately prior to the Amendment Effective Date shall continue to be Letters of Credit issued pursuant to the Credit Agreement.
(d) The termination of the Existing Revolving Commitments pursuant to Section 1.2(a) above, and the effectiveness of the New Revolving Commitments pursuant to Section 1.2(b) above, in each case on the Amendment Effective Date, are subject to the satisfaction of the following conditions:
(i) After giving effect to such termination and effectiveness and the borrowing (if any) of Revolving Loans on the Amendment Effective Date, the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the New Revolving Lenders shall have received a certificate of a Financial Officer dated the Amendment Effective Date to such effect.
(ii) The Collateral and Guarantee Requirement shall have been satisfied.
(iii) The Administrative Agent shall have received a favorable legal opinion of each of (i) Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, counsel to the Borrower agrees thatand (ii) M▇▇▇ ▇▇▇▇▇▇▇▇▇, upon General Counsel of the request Borrower, in each case addressed to the Administrative Agent by any Lender made on or prior to and the Closing Date or Lenders under the Credit Agreement, including the New Revolving Lenders, and dated the Amendment Effective Date, in substantially the forms delivered in connection with any assignment pursuant Refinancing Amendment No. 2, dated as of June 26, 2009, to subsection 11.6(b)the Credit Agreement, in order modified, however, to evidence address the New Revolving Commitments, this Amendment and the Required Lender Amendment, and covering such Lender’s Revolving Loansother matters relating to the Loan Parties, the other Senior Loan Documents, the Senior Collateral and the transactions contemplated hereby to occur on the Amendment Effective Date as the Administrative Agent may reasonably request, and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such Borrower will execute counsel to deliver such opinions.
(iv) The Administrative Agent shall have received such documents and deliver certificates as the Administrative Agent or its counsel may reasonably request relating to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount good standing of the Revolving Commitment Borrower and the organization and existence of such Lender or, if lesseach Loan Party, the organizational documents of each Loan Party, the resolutions of each Loan Party that authorize the transactions contemplated hereby, the incumbency and authority of the Person or Persons executing and delivering the Amendment and the other documents contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.
(v) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying that the representations and warranties set forth in Section 2.1 hereof are true and correct as of the Amendment Effective Date.
(vi) If any Revolving Loans are to be made on the Amendment Effective Date, the Administrative Agent shall have received a borrowing request in a form acceptable to the Administrative Agent requesting that the New Revolving Lenders make the Revolving Loans to be made to the Borrower on the Amendment Effective Date.
(vii) After giving effect to the borrowing (if any) of Revolving Loans on the Amendment Effective Date, the Borrowing Base Amount on the Amendment Effective Date shall be no less than the sum of (A) the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding on the Closing Amendment Effective Date, (iiB) be stated to mature the LC Exposure on the Maturity Amendment Effective Date and (iiiC) provide for any Additional Senior Debt outstanding on the payment Amendment Effective Date. The Administrative Agent and the Borrowing Base Agent shall have received a completed Borrowing Base Certificate dated the Amendment Effective Date and signed by a Financial Officer.
(viii) The conditions to effectiveness of interest this Amendment set forth in accordance with subsection 4.1Section 1.3 hereof (other than paragraph (b) thereof) shall have been satisfied.
(ix) Each Subsidiary Guarantor shall have entered into a Reaffirmation Agreement pursuant to which such Subsidiary Guarantor reaffirms its obligations under the Senior Subsidiary Guarantee Agreement and the other Senior Collateral Documents, in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Revolving Commitments. (ai) Subject On the Closing Date, the Revolving Loans of each Lender outstanding under the Existing Credit Facility (each as defined therein) on the Closing Date (immediately prior to the occurrence thereof), as set forth as “Existing Closing Date Loans” in Schedule 2.1(a) (i), shall be continued (on a cashless basis), and shall constitute and remain outstanding as Revolving Loans hereunder. The continuations of such Revolving Loans shall not be subject to any breakage or similar costs that might otherwise be payable pursuant to Section 2.16(c) or the equivalent provision of the Existing Credit Agreement. In furtherance of the foregoing, on the Closing Date, the initial Lenders hereunder shall make and receive payments among themselves, in a manner acceptable to and approved by the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are, on (and immediately after the occurrence of) the Closing Date, held ratably by the Revolving Lenders in accordance with the respective Revolving Commitments of the Revolving Lenders on the Closing Date.
(ii) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) , which will be made in Dollars, to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Revolving Commitment Percentage Commitment; provided that after giving effect to the making of any Revolving Loans in no event shall the sum Total Utilization of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not Revolving Commitments exceed the amount of such Revolving Commitments then in effect. Each Lender’s Revolving Commitment then in effect. During shall expire on the Revolving Commitment Period, each of Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Borrowers may use Revolving Loans and the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Revolving Loans shall be made paid in Dollars and may from time to time be full no later than such date. -43- CREDIT AGREEMENT (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(bPATTERN REVOLVER), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Credit and Guaranty Agreement
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) in Dollars to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of (i) the then outstanding L/C Obligations and then outstanding, (ii) the aggregate principal amount of the Swingline Loans then outstanding Swing Line and (iii) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The . Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.22.13.
(b) Subject to the terms and conditions hereof, each Foreign Currency Lender agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a Foreign Currency Lender, to make Foreign Currency Loans to the Borrower from time to time during the Revolving Commitment Period; provided that no (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan, such Lender’s Revolving Loan Percentage of the sum of (x) the L/C Obligations then outstanding, (y) the aggregate principal amount of the Swingline Loans then outstanding and (z) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity DateLoans.
(c) Each The Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of shall repay all outstanding Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature and Foreign Currency Loans on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1Date.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions --------------------- hereof, each Revolving Lender severally agrees to make revolving credit loans (together"Revolving Loans"; together with the Term Loans, the “Revolving "Loans”") to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, which does not exceed the amount of such Lender’s 's Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided 2.10.
(b) The Borrower and any one or more Lenders (including New Revolving Lenders) may, with the consent of the Administrative Agent, from time to time agree that such Lenders shall make, obtain or increase the amount of such Lenders' Revolving Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders, (w) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and the Total Revolving Commitments shall at no time exceed $175,000,000, (x) the incremental Revolving Loan Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, (y) each increase effected pursuant to this paragraph shall be made as in a Eurocurrency minimum amount of at least $5,000,000 and (z) no more than five Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. Any incremental Revolving Commitments shall be governed by this Agreement and the other Loan after the day that is one month prior Documents. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. Notwithstanding anything to the Maturity Datecontrary contained herein, no increase described in this paragraph may be made or obtained unless and until the Administrative Agent is satisfied that the Collateral Agent under the KGE Collateral Agreement shall have received additional certificates representing first mortgage bonds pledged pursuant to the KGE Collateral Agreement in an aggregate principal amount at least equal to the amount of such increase.
(c) Each Borrower agrees Any additional bank, financial institution or other entity that, upon with the request to consent of the Borrower and the Administrative Agent by any Lender made on or prior (which consent shall not be unreasonably withheld), elects to the Closing Date or become a "Lender" under this Agreement in connection with any assignment pursuant to subsection 11.6(btransaction described in Section 2.4(b) shall execute a New Revolving Lender Supplement (each, a "New Revolving Lender -------------------- Supplement"), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1E-1, with appropriate insertions whereupon such bank, ---------- financial institution or other entity (a "New Revolving Lender") shall become a -------------------- Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation benefits of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1this Agreement.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “"Revolving Loans”") to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Revolving Commitment Percentage of the sum of (i) the LC Obligations then outstanding L/C Obligations and (ii) the aggregate principal amount of the Swingline Loans then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s 's Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided 2.12.
(b) The Borrower and any one or more Revolving Lenders (including New Revolving Lenders) may agree that no each such Lender shall obtain a Revolving Loan shall be made Commitment or increase the amount of its existing Revolving Commitment, as a Eurocurrency Loan after the day that is one month prior applicable, in each case by executing and delivering to the Maturity Administrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Revolving Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and (ii) no more than one Increased Revolving Facility Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on or prior (which consent shall not be unreasonably withheld), elects to the Closing Date or become a "Revolving Lender" under this Agreement in connection with any assignment pursuant to subsection 11.6(btransaction described in Section 2.2(b) shall execute a New Revolving Lender Supplement (each, a "New Revolving Lender Supplement"), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1J-1, with appropriate insertions whereupon such bank, financial institution or other entity (a "New Revolving Lender") shall become a Revolving Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to payeethe benefits of this Agreement.
(d) For the purpose of providing that the respective amounts of Revolving Loans (and Eurodollar Tranches in respect thereof) held by the Revolving Lenders are held pro rata according to their respective Revolving Commitments, date and principal unless otherwise agreed by the Administrative Agent, on the Increased Revolving Facility Closing Date, the Borrower shall borrow a Revolving Loan from each relevant Lender in an amount (each, as amended, supplemented, replaced or otherwise modified from time determined by reference to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of each Type of Loan (and, in the Revolving Commitment case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated each such Type or Eurodollar Tranche had been borrowed or effected on the Increased Revolving Facility Closing Date, Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be stated so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to mature on any Eurodollar Loan borrowed pursuant to the Maturity Date preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and (iii) provide for the payment of interest in accordance with subsection 4.1relevant Lender).
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month 2.6.
(b) At any time prior to the Maturity fourth anniversary of the Closing Date, the Borrower and any one or more Lenders (including New Lenders) may agree that such Lender(s) shall make, obtain or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $75,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) the increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (iv) no more than one Increased Revolving Commitment Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on or prior (which consent shall not be unreasonably withheld), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1E-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to such Lender and representing the obligation of such Borrower to pay the amount of prepay the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Revolving Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 and 4.23.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Revolving Facility Maturity Date.
(c) Each The Borrower agrees that, upon the request to the Administrative Agent by any Revolving Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b10.6(b), in order to evidence such Revolving Lender’s Revolving Loans, such the Borrower will execute and deliver to such Revolving Lender a promissory note substantially in the form of Exhibit A-1H-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Revolving Lender and representing the obligation of such the Borrower to pay the amount of the Revolving Commitment of such Revolving Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Revolving Lender to such the Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Revolving Facility Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.13.1.
Appears in 1 contract
Sources: Credit Agreement (HSI IP, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “"Revolving Loans”") to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Revolving Commitment Percentage of the sum of (i) the RC LC Obligations then outstanding L/C Obligations and (ii) the aggregate principal amount of the Swingline Loans then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s 's Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided 2.12.
(b) The Borrower and any one or more Revolving Lenders (including New Revolving Lenders) may agree that no each such Lender shall obtain a Revolving Loan shall be made Commitment or increase the amount of its existing Revolving Commitment, as a Eurocurrency Loan after the day that is one month prior applicable, in each case by executing and delivering to the Maturity Administrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Revolving Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and (ii) no more than one Increased Revolving Facility Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on or prior (which consent shall not be unreasonably withheld), elects to the Closing Date or become a "Revolving Lender" under this Agreement in connection with any assignment pursuant to subsection 11.6(btransaction described in Section 2.2(b) shall execute a New Revolving Lender Supplement (each, a "New Revolving Lender Supplement"), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1H-1, with appropriate insertions whereupon such bank, financial institution or other entity (a "New Revolving Lender") shall become a Revolving Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to payeethe benefits of this Agreement.
(d) For the purpose of providing that the respective amounts of Revolving Loans (and Eurodollar Tranches in respect thereof) held by the Revolving Lenders are held pro rata according to their respective Revolving Commitments, date and principal unless otherwise agreed by the Administrative Agent, on the Increased Revolving Facility Closing Date, the Borrower shall borrow a Revolving Loan from each relevant Lender in an amount (each, as amended, supplemented, replaced or otherwise modified from time determined by reference to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of each Type of Loan (and, in the Revolving Commitment case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated each such Type or Eurodollar Tranche had been borrowed or effected on the Increased Revolving Facility Closing Date, Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be stated so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to mature on any Eurodollar Loan borrowed pursuant to the Maturity Date preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and (iii) provide for the payment of interest in accordance with subsection 4.1relevant Lender).
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each U.S.$ Revolving Lender severally agrees to make revolving credit loans in U.S. Dollars (together, the “"U.S.$ Revolving Loans”") to each Dura from time to time during the Revolving Commitment Period in an aggregate principal amount or at any one time outstanding which, when added to such Lender's Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Dollar Equivalent of the Swingline Loans then outstanding, does not exceed the amount of such Lender's U.S.$ Revolving Commitment. During the Revolving Commitment Period the Dura may use the U.S.$ Revolving Commitments by borrowing, prepaying the U.S.$ Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The U.S.$ Revolving Loans may from time to time be of any available Type for U.S. Dollars, as determined by Dura and notified to the Administrative Agent in accordance with Sections 2.4 and 2.12.
(b) Subject to the terms and conditions hereof, each Pounds Sterling Lender severally agrees to make revolving credit loans in Pounds Sterling ("Pounds Sterling Revolving Loans") to the Pounds Sterling Revolving Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Percentage of the aggregate principal amount of all Pounds Sterling Revolving Loans then outstanding, does not exceed the Total Pounds Sterling Revolving Commitments. During the Revolving Commitment Period the Pounds Sterling Revolving Borrower may use the Pounds Sterling Revolving Commitments by borrowing, prepaying the Pounds Sterling Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Pounds Sterling Revolving Loans may from time to time be of any available Type for Pounds Sterling, as determined by the Pounds Sterling Revolving Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.12.
(c) Subject to the terms and conditions hereof, each Euro Revolving Lender severally agrees to make revolving credit loans in Euros ("Euro Revolving Loans") to the Euro Revolving Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Revolving Commitment Percentage of the sum aggregate principal amount of the all Euro Revolving Loans then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Total Euro Revolving Commitment then in effectCommitments. During the Revolving Commitment Period, each of Period the Euro Revolving Borrowers may use the Euro Revolving Commitments by borrowing, prepaying the Euro Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Euro Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereofof any available Type for Euros, as determined by the Borrowers applicable Euro Revolving Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.4 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.12.
(cd) Each Borrower agrees that, upon the request Notwithstanding any other provisions of this Agreement to the Administrative Agent by contrary, the Borrowers shall not be entitled to request any Lender made on Revolving Loan, Swingline Loan or prior Letter of Credit, and the Lenders shall not be obligated to make available any Revolving Loan, Swingline Loan or Letter of Credit if, after giving effect to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation making of such Borrower to pay Loan or the amount of the Revolving Commitment issuance of such Lender or, if lessLetter of Credit, the aggregate unpaid principal amount Revolving Extensions of Credit would exceed the Total U.S.$ Revolving Commitments.
(e) The Borrowers shall repay all outstanding Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1Revolving Termination Date.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $25,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $100,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their NEWYORK 9337878 Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Revolving Commitments. (a) Subject The Company may, upon notice to the terms and conditions hereofAdministrative Agent, each Lender severally agrees to make revolving credit loans (togetheri) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, the “Revolving Loans”(ii) to each of the Borrowers from time to time during permanently reduce the Letter of Credit Sublimit, the Swing Line Sublimit and/or the Foreign Borrower Sublimit, (iii) from time to time permanently reduce the Aggregate Revolving Commitment Period in A Commitments to an aggregate principal amount at any one time outstanding whichnot less than the Outstanding Amount of Revolving A Loans, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding Swing Line Loans and L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(biv) The Revolving Loans shall be made in Dollars and may from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans; provided that (A) any such notice shall be received CHAR1\▇▇▇▇▇▇▇▇▇
(i1) Eurocurrency Loansthe Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings and/or Total Revolving B Outstandings, as applicable, would exceed the Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, (ii2) ABR the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (3) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit or (iii4) a combination thereofthe Foreign Borrower Sublimit if, as determined after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Loans and L/C Obligations made to Foreign Borrowers would exceed the Foreign Borrower Sublimit and (D) any such notice may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of termination or reduction may be revoked by the Borrowers and notified applicable Borrower (by notice to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence specified effective date) if such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1condition is not satisfied.
Appears in 1 contract
Sources: Credit Agreement (EnerSys)
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make revolving credit loans (together, the “Tranche A Revolving Loans”) Loans to each of the Borrowers Smith from time to time during the Revolving Commitment Availability Period in a▇ ▇▇▇regate principal amount that will not result in such Lender's Tranche A Revolving Exposure exceeding such Lender's Tranche A Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, Smith may borrow, prepay and reborrow Tranche A Revolving Loans.
(b) Subject to the terms and conditions set forth herein, each Lender agrees to make Tranche B Revolving Loans to M-I LLC from time to time during the Revolving Availability Period in an aggregate principal amount at any one time outstanding which, when added to that will not result in such Lender’s 's Tranche B Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of Exposure exceeding such Lender’s 's Tranche B Revolving Commitment then in effectCommitment. During Within the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereof.
(b) The set forth herein, M-I LLC may borrow, prepay and reborrow Tranche B Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees thatThe Borrowers, upon the request to the Administrative Agent by any Lender made on or prior to and the Closing Date or in connection with any assignment Lenders agree pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount Chapter 346 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount "Chapter 346") of the Revolving Commitment Texas Finance Code, that Chapter 346 (which relates to open-end line of such Lender or, if lesscredit revolving loan accounts) shall not apply to this Agreement, the aggregate unpaid principal amount of all Notes or any Revolving Loans made Loan and that neither the Notes nor any Revolving Loan shall be governed by such Lender Chapter 346 or subject to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest its provisions in accordance with subsection 4.1any manner whatsoever.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line LoansLoans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of the Borrowers Borrower may use the Revolving Commitments by borrowing, repaying or prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Borrower may elect to extend the Revolving Loans shall be made in Dollars and may Termination Date from time June 18, 2008, to time be October 3, 2008, subject to the satisfaction of the following conditions:
(i) Eurocurrency LoansBorrower shall have provided Administrative Agent with a written notice of its election to extend the Revolving Termination Date no later than June 1, 2008;
(ii) ABR Loans No Default or Event of Default shall have occurred and be continuing on the date Borrower makes its written election to extend the Revolving Termination Date or on June 18, 2008;
(iii) a combination thereof, as determined Each of the representations and warranties made by the Borrowers and notified any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on the date Borrower makes its written election to extend the Revolving Termination Date and on June 18, 2008 (other than those representations and warranties that relate to a specific prior date, in which case such representations and warranties shall be true and correct in all material respects as of such specific prior date); and
(iv) Borrower shall have paid to Administrative Agent an advisory fee in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity DateFee Letter.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Credit Agreement (Getty Images Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereofset forth herein, each Lender severally agrees to make revolving credit loans (together, the “Tranche A Revolving Loans”) Loans to each of the Borrowers ▇▇▇▇▇ from time to time during the Revolving Commitment Availability Period in an aggregate principal amount at any one time outstanding which, when added to that will not result in such Lender’s 's Tranche A Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of Exposure exceeding such Lender’s 's Tranche A Revolving Commitment then in effectCommitment. During Within the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, foregoing limits and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, ▇▇▇▇▇ may borrow, prepay and reborrow Tranche A Revolving Loans.
(b) The Subject to the terms and conditions set forth herein, each Lender agrees to make Tranche B Revolving Loans shall be made in Dollars and may to M-I LLC from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by during the Borrowers Revolving Availability Period in an aggregate principal amount that will not result in such Lender's Tranche B Revolving Exposure exceeding such Lender's Tranche B Revolving Commitment. Within the foregoing limits and notified subject to the Administrative Agent in accordance with subsections 2.2 terms and 4.2; provided that no conditions set forth herein, M-I LLC may borrow, prepay and reborrow Tranche B Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity DateLoans.
(c) Each Borrower agrees thatThe Borrowers, upon the request to the Administrative Agent by any Lender made on or prior to and the Closing Date or in connection with any assignment Lenders agree pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount Chapter 346 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount "Chapter 346") of the Revolving Commitment Texas Finance Code, that Chapter 346 (which relates to open-end line of such Lender or, if lesscredit revolving loan accounts) shall not apply to this Agreement, the aggregate unpaid principal amount of all Notes or any Revolving Loans made Loan and that neither the Notes nor any Revolving Loan shall be governed by such Lender Chapter 346 or subject to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest its provisions in accordance with subsection 4.1any manner whatsoever.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.10.
(cb) Each The Borrower agrees thatmay from time to time elect to increase the Revolving Commitments (a “Revolving Commitment Increase”) in a minimum amount of $5,000,000 so long as, upon after giving effect thereto, the request aggregate amount of the Term Commitment Increases and Revolving Commitment Increases does not exceed $150,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Revolving Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by any the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender, the Borrower and such Increasing Revolving Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note an agreement substantially in the form of Exhibit A-1G hereto, with appropriate insertions as and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to payeethis clause shall become effective on the date agreed by the Borrower, date the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and principal amount the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of in the Revolving Commitment of such Lender orany Lender), if lessshall become effective under this paragraph unless, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Closing DateBorrower, (ii) after giving effect to such Revolving Commitment Increase, the Borrower shall be stated to mature on the Maturity Date in compliance with Section 7.1, and (iii) provide the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the payment benefit of interest the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with subsection 4.1the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods.
(c) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Revolving Commitment Percentage of the sum of (x) the then outstanding L/C Obligations and the then outstanding Swing Line and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in effectcurrencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period, each of Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The . Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iiiother than in the case of Foreign Currency Loans) a combination thereofABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.22.13.
(b) Subject to the terms and conditions hereof, each Revolving Lender agrees to make Foreign Currency Loans to the Borrowers from time to time during the Revolving Commitment Period; provided that no (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure denominated in any L/C Foreign Currency outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Loan Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in any L/C Foreign Currency) and (2) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (y) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity DateLoans.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s shall repay all of its outstanding Revolving Loans, such including Foreign Currency Loans, on the Maturity Date.
(d) Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower will execute and deliver to by causing any domestic or foreign branch or Affiliate of such Lender a promissory note substantially in the form to make such Loan; provided that any exercise of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing option shall not affect the obligation of such Additional Borrower to pay the amount of the Revolving Commitment of repay such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Loan in accordance with subsection 4.1the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then have under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Revolving Borrowers in Dollars or in one or more Alternative Currencies from time to time on any Business Day during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of (i) the then outstanding aggregate Outstanding Amount of L/C Obligations at such time and (ii) the then outstanding Swing Line Loansaggregate Outstanding Amount of the Swingline Loans at such time, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Revolving Borrowers may use the Revolving Commitments by borrowing, repaying or prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made (other than Revolving Loans denominated in Dollars and or Sterling) may from time to time be (i) Eurocurrency LoansLoans or, (ii) ABR with respect to Revolving Loans denominated in Dollars, Term SOFR Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers applicable Revolving Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no 2.12. Revolving Loan Loans denominated in Sterling shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity DateSterling Daily Rate Loans.
(cb) Each Borrower agrees thatThe Revolving Borrowers shall repay all outstanding Revolving Loans on the Revolving Termination Date, upon together with accrued and unpaid interest on the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in but excluding the form date of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1payment.
Appears in 1 contract
Sources: Credit Agreement (Clarivate PLC)
Revolving Commitments. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally the Purchaser agrees to make revolving credit loans (togetherRevolving Loans to the Company in an aggregate amount up to but not exceeding the Purchaser's Revolving Commitment; provided that, after giving effect to the “making of any Revolving Loans”, (i) to each in no event shall the aggregate outstanding principal amount of Revolving Loans exceed the Revolving Commitments then in effect and (ii) in no event shall the ratio of the Borrowers from time aggregate outstanding principal amount of the Revolving Loans to time the Total Revolving Outstandings exceed the ratio of the amount of the Revolving Commitments to the amount of the Total Revolving Commitments (without taking into account, for purposes of the foregoing calculations, any Revolving Loans made pursuant to Section 2.3(b) and any Parent Revolving Loans made for purposes of capitalizing accrued and unpaid interest under the Parent Credit Agreement); provided further that in no event shall (A) the sum of (x) the aggregate principal amount of Revolving Loans made during any calendar month plus (y) the aggregate principal amount of loans made under the Parent Credit Agreement during such calendar month minus (B) the aggregate principal amount of Revolving Loans and the Parent Revolving Loan that is repaid during such calendar month, exceed $3,000,000. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Period. The Purchaser's Revolving Commitment Percentage shall expire on the Revolving Commitment Termination Date. Unless the Revolving Loans shall have been converted to Term Loans pursuant to Section 2.2(d), the Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than the Revolving Commitment Termination Date. Notwithstanding any of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loansforegoing, does not exceed upon any reduction (whether full or partial) in the amount of such Lender’s Revolving the Parent Commitment then in effect. During the Revolving Commitment Periodfor whatever reason, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made shall automatically and immediately be reduced by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1a proportionate amount.
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Sources: Note Purchase and Revolving Credit Agreement (Rare Medium Group Inc)
Revolving Commitments. (a) Subject By written notice sent to the terms and conditions hereof, each Lender severally agrees Administrative Agent (which the Administrative Agent shall promptly distribute to make revolving credit loans (togetherthe Lenders), the “Revolving Loans”) to each of the Borrowers Borrower may at any time and from time to time during request an increase of the Revolving Commitment Period in aggregate amount of the Commitments by an aggregate principal amount at equal to any one time outstanding whichintegral multiple of $5,000,000; provided that (i) no Default shall have occurred and be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, when added to nor shall the Borrower have given notice of any such Lender’s Revolving Commitment Percentage of reduction under Section 2.09; (iii) the sum of (A) the then outstanding L/C Obligations and total amount of all Commitments after giving effect to any such increase, plus (B) the then outstanding Swing Line Loansinitial principal amount of any Incremental Term Loan, does shall not exceed $1,000,000,000; and (iv) the amount Commitment of a Lender shall not be increased without the consent of such Lender’s Revolving Commitment then in effect. During If one or more of the Revolving Commitment PeriodLenders is not increasing its Commitment, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the Borrowers may use requested increase that will not be provided by the Revolving existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments by borrowingand the New Lenders (if any) shall execute and deliver a supplement in the form attached hereto as Exhibit C (the “Increased Commitment Supplement”). If all existing Lenders shall not have provided their pro rata portion of the requested Increase Amount, prepaying the Revolving Loans in whole or in part, and reborrowing, all will not be held pro rata by the Lenders in accordance with the terms and conditions hereof.
(b) The Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Loans shall will be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined held by the Borrowers and notified to the Administrative Agent Lenders, pro rata in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Commitments shall be made as deemed to be a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender purchase of a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the corresponding amount of the Revolving Commitment Loans of such the Lender or, if less, or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the aggregate unpaid principal amount same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to apply thereto under the terms of all Revolving Loans this Agreement. All advances made by such Lender to such Borrower. Each Revolving Note under this Section shall (i) be dated made through the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1Administrative Agent.
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Revolving Commitments. (aA) Subject to If for any reason the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (togetherTotal Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the “Company shall immediately prepay Revolving Loans”A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) to each unless after the prepayment in full of the Borrowers Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time during after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.
(B) If for any reason the Total Revolving Commitment Period B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate principal amount equal to such excess.
(C) If for any reason the Total Revolving C Outstandings at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Aggregate Revolving Commitment C Commitments then in effect. During , the Company shall immediately prepay Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving C Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereofan aggregate amount equal to such excess.
(bD) The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to If the Administrative Agent in accordance with subsections 2.2 and 4.2; provided notifies the Company at any time that no Revolving Loan shall be made as a Eurocurrency Loan after (1) the day that is one month prior Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Maturity Date.
Domestic Swing Line Loan Sublimit then in effect, or (c2) Each Borrower agrees that, upon the request Outstanding Amount of all Foreign Swing Line Loans at such time exceeds an amount equal to the Administrative Agent by any Lender made on Foreign Swing Line Loan Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (eachDesignated Borrowers, as amendedapplicable, supplemented, replaced or otherwise modified from time shall prepay such Swing Line Loans in an aggregate amount sufficient to time, a “Revolving Note”), payable to reduce such Lender and representing the obligation Outstanding Amount as of such Borrower date of payment to pay the an amount not to exceed 100% of the Revolving Commitment of such Lender orDomestic Swing Line Loan Sublimit or the Foreign Swing Line Loan Sublimit, if lessor both, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1as applicable.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, (i) each US$ Revolving Lender severally agrees to make revolving credit loans in Dollars (together, the “US$ Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s US$ Revolving Commitment Percentage of the sum of (x) the then outstanding L/C Obligations and the then outstanding Swing Line Loansand (y) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s US$ Revolving Commitment then and (ii) each Multicurrency Revolving Lender severally agrees to make revolving credit loans in effectDollars and each Alternative Currency (“Multicurrency Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed such Lender’s Multicurrency Revolving Commitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans or, in the case of Revolving Loans denominated in Dollars, ABR Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
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Revolving Commitments. (ai) Subject to Each Lender under the 3-Year2024 Revolving Facility severally, and not jointly with the other Lenders under the 3-Year2024 Revolving Facility, agrees, upon the terms and subject to the conditions hereofherein set forth, each Lender severally agrees to make revolving credit loans denominated in Dollars (togethereach a “3-Year2024 Revolving Loan” and collectively, the “3-Year2024 Revolving Loans”) to each of the Borrowers Borrower at any time and from time to time during the Revolving Commitment Availability Period with respect to the 3-Year2024 Revolving Facility in an aggregate principal amount at any one time outstanding whichnot to exceed, when added to such Lender’s LC Exposure under the 3-Year2024 Revolving Facility, the 3-Year2024 Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the which 3-Year2024 Revolving Loans in whole or in part, may be repaid and reborrowing, all reborrowed in accordance with the terms and conditions hereofprovisions of this Agreement. At no time shall the Total 3-Year2024 Revolving Extensions of Credit exceed the Total 3-Year2024 Revolving Commitment.
(bii) The Each Lender under the 5-Year2023 Revolving Loans shall be made Facility severally, and not jointly with the other Lenders under the 5-Year2023 Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year2023 Revolving Loan” and may collectively, the “5-Year2023 Revolving Loans”) to the Borrower at any time and from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by during the Borrowers and notified Revolving Availability Period with respect to the Administrative Agent 5-Year2023 Revolving Facility in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior an aggregate principal amount not to the Maturity Date.
(c) Each Borrower agrees thatexceed, upon the request when added to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s LC Exposure under the 5-Year2023 Revolving LoansFacility, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the 5-Year2023 Revolving Commitment of such Lender orLender, if less, the aggregate unpaid principal amount of all which 5-Year2023 Revolving Loans made by such Lender to such Borrowermay be repaid and reborrowed in accordance with the provisions of this Agreement. Each At no time shall the Total 5-Year2023 Revolving Note shall (i) be dated Extensions of Credit exceed the Closing Date, (ii) be stated to mature on the Maturity Date and Total 5-Year2023 Revolving Commitment.
(iii) provide for Each Borrowing of a Revolving Loan under the payment of interest applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with subsection 4.1their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “"Revolving Loans”") to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Revolving Commitment Percentage of the sum of (i) the RC LC Obligations then outstanding L/C Obligations and (ii) the aggregate principal amount of the Swingline Loans then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s 's Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided 2.12.
(b) The Borrower and any one or more Revolving Lenders (including New Revolving Lenders) may agree that no each such Lender shall obtain a Revolving Loan shall be made Commitment or increase the amount of its existing Revolving Commitment, as a Eurocurrency Loan after the day that is one month prior applicable, in each case by executing and delivering to the Maturity Administrative Agent an Increased Revolving Facility Activation Notice specifying (i) the amount of such increase and (ii) the Increased Revolving Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $40,000,000 and (ii) no more than one Increased Revolving Facility Closing Date may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on or prior (which consent shall not be unreasonably withheld), elects to the Closing Date or become a "Revolving Lender" under this Agreement in connection with any assignment pursuant to subsection 11.6(btransaction described in Section 2.2(b) shall execute a New Revolving Lender Supplement (each, a "New Revolving Lender Supplement"), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1I-1, with appropriate insertions whereupon such bank, financial institution or other entity (a "New Revolving Lender") shall become a Revolving Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to payeethe benefits of this Agreement.
(d) For the purpose of providing that the respective amounts of Revolving Loans (and Eurodollar Tranches in respect thereof) held by the Revolving Lenders are held pro rata according to their respective Revolving Commitments, date and principal unless otherwise agreed by the Administrative Agent, on the Increased Revolving Facility Closing Date, the Borrower shall borrow a Revolving Loan from each relevant Lender in an amount (each, as amended, supplemented, replaced or otherwise modified from time determined by reference to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of each Type of Loan (and, in the Revolving Commitment case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated each such Type or Eurodollar Tranche had been borrowed or effected on the Increased Revolving Facility Closing Date, Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be stated so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to mature on any Eurodollar Loan borrowed pursuant to the Maturity Date preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and (iii) provide for the payment of interest in accordance with subsection 4.1relevant Lender).
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (togethereach, a “Revolving Loan” and, collectively, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage the aggregate principal amount of the sum of the any then outstanding Revolving Loans, the aggregate undrawn amount of all then outstanding Letters of Credit, and the aggregate amount of all L/C Obligations and the then outstanding Swing Line Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and owing to such Lender, sf-3193689 does not exceed the amount of such Lender’s Revolving Commitment. In addition, the amount of the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans shall not exceed the Available Revolving Commitment then in effect. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Available Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.13. Notwithstanding anything to the contrary contained herein, (i) upon the occurrence of a Liquidity Event, at the option of the Required Lenders, all Revolving Loans that are Eurodollar Loans will immediately be deemed to be converted into ABR Loans and the Borrower shall be responsible for paying any amounts arising under Section 2.15 as a result of such deemed conversion, and (ii) during the existence of a Liquidity Event or an Event of Default, no Revolving Loan shall may be made borrowed as, converted to or continued as a Eurocurrency Loan after the day that is one month prior to the Maturity DateEurodollar Loan.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each US Dollar Revolving Lender severally agrees to make revolving credit loans to the Parent Borrower and to the Subsidiary Borrower in US Dollars (together, the “"US Dollar Revolving Loans”") to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such US Dollar Lender’s 's Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s 's US Dollar Revolving Commitment then (the "Revolving Loans"). Notwithstanding the above, in effectno event shall any Revolving Loan be made or Letter of Credit be issued, if, after giving effect to such making or issuance and the use of proceeds thereof as directed by the Parent Borrower or the Subsidiary Borrower, as the case may be, the Total Revolving Extensions of Credit would exceed the lesser of (i) the Total Revolving Commitments or (ii) the Borrowing Base as of the date of the most recent Borrowing Base Certificate furnished to the Administrative Agent pursuant to Section 5.1(m) or Section 6.2(f) hereof. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereofAlternate Base Rate Loans, as determined by the Borrowers Parent Borrower or the Subsidiary Borrower, as the case may be, and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no 2.10.
(b) The Borrowers shall repay all outstanding Revolving Loan Loans on the Revolving Termination Date. To the extent the Revolving Termination Date extends beyond the maturity date of any subordinated debt of the Parent Borrower existing on the date hereof, such Revolving Termination Date shall be made as a Eurocurrency Loan after the day that is one month adjusted to be 90 days prior to the Maturity Datematurity date of such subordinated debt.
(c) Each Borrower agrees that, upon the request Up to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and an aggregate principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount $40,000,000 of the Revolving Commitment of such Lender or, if less, Facility will be available for borrowings by the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Subsidiary Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
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Revolving Commitments. (a) Subject to and upon the terms and conditions hereofset forth in this Agreement, each Lender severally agrees to make revolving credit loans (togethercollectively, the “Conventional Revolving Loans”) to each of the Borrowers from time Company on any one or more Business Days on or after the date hereof and prior to time during the Revolving Commitment Period in Credit Termination Date, up to an aggregate principal amount not exceeding at any one time outstanding which, when added an amount equal to (i) such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, less (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount of all Alternate Currency Loans (each, as amended, supplemented, replaced or otherwise modified from time to time, a “each calculated in its Dollar equivalent on the Borrowing Date of such Conventional Revolving Note”), payable Loan) and Discretionary Revolving Loans outstanding to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment LC Exposure of such Lender orat such time, if less, any; provided that in no event shall the aggregate unpaid outstanding principal amount of all Conventional Revolving Loans, Discretionary Revolving Loans, Alternate Currency Loans (each calculated in its Dollar equivalent) and the aggregate LC Exposure ever exceed $2,250,000,000, as such amount may be increased or reduced pursuant to the terms of this Agreement. Each Conventional Revolving Borrowing shall be in an aggregate amount of not less than $2,000,000 and an integral multiple of $250,000. Subject to the foregoing, each Conventional Revolving Borrowing shall be made simultaneously from the Lenders according to their Borrowing Pro Rata Shares of the principal amount requested for each Conventional Revolving Borrowing and shall consist of Conventional Revolving Loans made by of the same type (e.g., Alternate Base Rate Loans, Federal Funds Rate Loans or Eurodollar Loans) with the same Interest Period from each Lender. Within such Lender to limits and during such Borrower. Each Revolving Note shall (i) be dated period, the Closing DateCompany may borrow, (ii) be stated to mature on the Maturity Date repay and (iii) provide for the payment of interest in accordance with subsection 4.1reborrow under this Section 2.01(a).
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Revolving Commitments. (ai) Subject to Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions hereofherein set forth, each Lender severally agrees to make revolving credit loans denominated in Dollars (togethereach a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to each of the Borrowers Borrower at any time and from time to time during the Revolving Commitment Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount at any one time outstanding whichnot to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the which 3-Year Revolving Loans in whole or in part, #90303017v26 may be repaid and reborrowing, all reborrowed in accordance with the terms and conditions hereofprovisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment.
(bii) The Each Lender under the 5-Year Revolving Loans shall be made Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and may collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by during the Borrowers and notified Revolving Availability Period with respect to the Administrative Agent 5-Year Revolving Facility in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior an aggregate principal amount not to the Maturity Date.
(c) Each Borrower agrees thatexceed, upon the request when added to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s LC Exposure under the 5-Year Revolving LoansFacility, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the 5-Year Revolving Commitment of such Lender orLender, if less, the aggregate unpaid principal amount of all which 5-Year Revolving Loans made by such Lender to such Borrowermay be repaid and reborrowed in accordance with the provisions of this Agreement. Each At no time shall the Total 5-Year Revolving Note shall (i) be dated Extensions of Credit exceed the Closing Date, (ii) be stated to mature on the Maturity Date and Total 5-Year Revolving Commitment.
(iii) provide for Each Borrowing of a Revolving Loan under the payment of interest applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with subsection 4.1their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure NEWYORK 9337890 then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $100,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $25,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $100,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender▇▇▇▇▇▇’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Term Benchmark Revolving Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $60,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $15,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $60,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Borrower agrees thatAny additional bank, upon financial institution or other entity which, with the request to consent of the Borrower, the Administrative Agent by any and each Issuing Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
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Revolving Commitments. (ai) Subject On the Closing Date, the Revolving Loans of each Lender outstanding under the Existing Credit Facility (each as defined therein) on the Closing Date (immediately prior to the occurrence thereof), as set forth as “Existing Closing Date Loans” in Schedule 2.1(a)(i), shall be continued (on a cashless basis), and shall constitute and remain outstanding as Revolving Loans hereunder. The continuations of such Revolving Loans shall not be subject to any breakage or similar costs that might otherwise be payable pursuant to Section 2.16(c) or the equivalent provision of the Existing Credit Agreement. In furtherance of the foregoing, on the Closing Date, the initial Lenders hereunder shall make and receive payments among themselves, in a manner acceptable to and approved by the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are, on (and immediately after the occurrence of) the Closing Date, held ratably by the Revolving Lenders in accordance with the respective Revolving Commitments of the Revolving Lenders on the Closing Date.
(ii) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) , which will be made in Dollars or Canadian Dollars, to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Revolving Commitment Percentage Commitment; provided that after giving effect to the making of any Revolving Loans in no event shall the sum Total Utilization of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not Revolving Commitments exceed the amount of such Revolving Commitments then in effect. Each Lender’s Revolving Commitment then in effect. During shall expire on the Revolving Commitment Period, each of Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Borrowers may use Revolving Loans and the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Revolving Loans shall be made paid in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that full no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Datelater than such date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Pattern Energy Group Inc.)
Revolving Commitments. (aA) Subject If at any time (1) the Outstanding Amount of Dollar Revolving Obligations shall exceed the Aggregate Dollar Revolving Committed Amount, (2) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed the Aggregate Limited Currency Revolving Committed Amount, (3) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed the Aggregate Multicurrency Revolving Committed Amount, (4) the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed the Alternative Currency Sublimit, (5) the Outstanding Amount of all 2020-1 Incremental Revolving Obligations shall exceed the Aggregate 2020-1 Incremental Revolving Committed Amount, (6) the Outstanding Amount of Swingline Loans shall exceed the Swingline Sublimit and (7) the L/C Obligations shall exceed the L/C Sublimit or the L/C Committed Amount (in each case, other than solely as a result of changes in Spot Rates) immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to the terms difference; provided, however, that, except under the circumstances described in Section 2.03(a)(ii)(A)(5), 2.03(c), 2.03(d)(i), 2.03(g), 2.06(b)(i)(B), 2.16(d) or 9.02(c), L/C Obligations will not be Cash Collateralized hereunder until the Revolving Loans and conditions hereofSwingline Loans have been paid in full. If on any Revaluation Date and solely as a result of changes in Spot Rates, each Lender severally agrees (i) the Outstanding Amount of Limited Currency Revolving Obligations shall exceed 105% of the Aggregate Limited Currency Revolving Committed Amount, (ii) the Outstanding Amount of Multicurrency Revolving Obligations shall exceed 105% of the Aggregate Multicurrency Revolving Committed Amount or (iii) the Outstanding Amount of all Limited Currency Revolving Obligations and Multicurrency Revolving Obligations denominated in an Alternative Currency shall exceed 105% of the Alternative Currency Sublimit, immediate prepayment or cash collateralization of amounts owing in respect of outstanding B/As will be made on or in respect of the applicable Revolving Obligations in an amount equal to make revolving credit loans the difference.
(togetherB) If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations (whether or not as a result of a change in Spot Rates) at such time exceeds an amount equal to 105% of the L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the “Revolving Loans”) Parent Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to each reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Borrowers L/C Sublimit. If the Administrative Agent or an L/C Issuer notifies the Parent Borrower at any time that the Outstanding Amount of all L/C Obligations denominated in an Alternative Currency at such time exceeds an amount equal to 105% of the Alternative Currency L/C Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Parent Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency L/C Sublimit. The Administrative Agent may, at any time and from time to time during after the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount initial deposit of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Periodcash collateral, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Revolving Loans shall request that additional cash collateral be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in protect against the form results of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1further exchange rate fluctuations.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender▇▇▇▇▇▇’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Term Benchmark Revolving Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $150,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $25,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $150,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Borrower agrees thatAny additional bank, upon financial institution or other entity which, with the request to consent of the Borrower, the Administrative Agent by any and each Issuing Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Revolving Commitments. (ai) Subject On the Closing Date, the Revolving Loans of each Lender outstanding under the Existing Credit Facility (each as defined therein) on the Closing Date (immediately prior to the occurrence thereof), as set forth as “Existing Closing Date Loans” in Schedule 2.1(a)(i), shall be continued (on a cashless basis), and shall constitute and remain outstanding as Revolving Loans hereunder. The continuations of such Revolving Loans shall not be subject to any breakage or similar costs that might otherwise be payable pursuant to Section 2.16(c) or the equivalent provision of the Existing Credit Agreement. In furtherance of the foregoing, on the Closing Date, the initial Lenders hereunder shall make and receive payments among themselves, in a manner acceptable to and approved by the Administrative Agent, so that, after giving effect thereto, the Revolving Loans are, on (and immediately after the occurrence of) the Closing Date, held ratably by the Revolving Lenders in accordance with the respective Revolving Commitments of the Revolving Lenders on the Closing Date.
(ii) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) , which will be made in Dollars or Canadian Dollars, to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added up to but not exceeding such Lender’s Revolving Commitment Percentage Commitment; provided that after giving effect to the making of any Revolving Loans in no event shall the sum Total Utilization of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not Revolving Commitments exceed the amount of such Revolving Commitments then in effect. Each Lender’s Revolving Commitment then in effect. During shall expire on the Revolving Commitment Period, each of Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Borrowers may use Revolving Loans and the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Revolving Loans shall be made paid in Dollars and may from time to time be full no later than such date. CREDIT AGREEMENT (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(bPATTERN REVOLVER), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Pattern Energy Group Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.10.
(cb) Each The Borrower agrees thatmay from time to time elect to increase the Revolving Commitments (a “Revolving Commitment Increase”) in a minimum amount of $5,000,000 so long as, upon after giving effect thereto, the request aggregate amount of the Incremental Extensions of Credit and Revolving Commitment Increases does not exceed $250,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Revolving Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by any the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender, the Borrower and such Increasing Revolving Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note an agreement substantially in the form of Exhibit A-1G hereto, with appropriate insertions as and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to payeethis clause shall become effective on the date agreed by the Borrower, date the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and principal amount the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of in the Revolving Commitment of such Lender orany Lender), if lessshall become effective under this paragraph unless, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Closing DateBorrower, (ii) after giving effect to such Revolving Commitment Increase, the Borrower shall be stated to mature on the Maturity Date in compliance with Section 7.1, and (iii) provide the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the payment benefit of interest the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with subsection 4.1the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods.
(c) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (ai) Subject to the terms and conditions hereof, each Lender holding a Tranche B-1 Revolving Commitment severally agrees to make revolving credit loans (together, the “Tranche B-1 Revolving Loans”) to each of the Borrowers (on a joint and several basis as between the Borrowers) from time to time in Dollars or, at the request of the Parent Borrower, in any Designated Foreign Currency during the Tranche B-1 Revolving Commitment Period in an aggregate principal amount at any one time outstanding the Dollar Equivalent of which, when added to such Lender’s Revolving Commitment Percentage of the sum of the Dollar Equivalent of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment then in effecteffect (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) (it being understood and agreed that the Administrative Agent shall calculate the Dollar Equivalent of the then outstanding Revolving Loans in any Designated Foreign Currency and, to the extent applicable, the then outstanding L/C Obligations in respect of any Letters of Credit denominated in any Designated Foreign Currency on the date on which the Parent Borrower has given the Administrative Agent a notice of borrowing with respect to any Revolving Loan for purposes of determining compliance with this Section 2.1(b)). During the Tranche B-1 Revolving Commitment Period, each of the Borrowers may use the Tranche B-1 Revolving Commitments by borrowing, prepaying the Tranche B-1 Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(bii) The Except as hereinafter provided, Revolving Loans shall shall, at the option of the Parent Borrower, (x) in the case of Revolving Loans denominated in Dollars, be made in Dollars incurred and may from time to time be (i) maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, (iiy) ABR in the case of Revolving Loans denominated in Canadian Dollars, be incurred and maintained as, and/or converted into, Canadian Prime Rate Loans or BA Equivalent Loans and (iiiz) a combination thereof, as determined by in the Borrowers and notified to the Administrative Agent case of Revolving Loans denominated in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
any Designated Foreign Currency (c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(bother than Canadian Dollars), in order to evidence such Lender’s Revolving be incurred and maintained as Eurocurrency Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Credit Agreement
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $15,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $50,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Borrower agrees thatAny additional bank, upon financial institution or other entity which, with the request to consent of the Borrower, the Administrative Agent by any and each Issuing Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “"Revolving Loans”") to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Revolving Lender’s 's Revolving Commitment Percentage of the sum of (i) the then outstanding L/C Obligations and the then outstanding Swing Line Loansand (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Revolving Lender’s 's Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no 2.12.
(b) The Borrower shall repay all outstanding Revolving Loan shall be made as a Eurocurrency Loan after Loans on the day that is one month prior to the Maturity Revolving Termination Date.
(c) Each The Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior Revolving Lender, which request is communicated to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b)Borrower, in order to evidence such Lender’s Revolving Loans, such the Borrower will execute and deliver to such Revolving Lender a promissory note of the Borrower dated the Closing Date evidencing the Revolving Commitment of such Revolving Lender, substantially in the form of Exhibit A-1, I-4 with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “"Revolving Note”"). Each Revolving Lender is hereby authorized to record the date, payable Type and amount of each Revolving Loan made by such Revolving Lender, the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period and Eurodollar Rate with respect thereto, on the schedule (or any continuation of the schedule) annexed to and constituting a part of its Revolving Note, and any such Lender and representing recordation shall, to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation (or any error therein) shall not affect the obligation of such the Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall repay (iwith applicable interest) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.the
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of (i) the then outstanding L/C Obligations and the then outstanding Swing Line Loansand (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed on any date the amount lesser of (A) such Lender’s Revolving Commitment then and (B) such Lender’s Revolving Percentage of (x) if the Parent Guarantee is executed and delivered to the Administrative Agent on or prior to January 14, 2009 (1) until such execution and delivery, $50,000,000 and (2) thereafter, the Total Revolving Commitment and (y) if the Parent Guarantee is not executed and delivered to the Administrative Agent on or prior to January 14, 2009, at all times $50,000,000 (the amount applicable at any time pursuant to the foregoing clause (x) or (y), as the same may be adjusted pursuant to Section 2.21, the “Maximum Outstanding Amount” at such time). References in effectthe immediately preceding sentence to $50,000,000 shall not be affected by any Revolving Commitment Increase Amount (except to the extent such Revolving Commitment Increase Amount results in the Maximum Outstanding Amount being reinstated to up to $50,000,000 following the termination of any Lender’s Revolving Commitment pursuant to Section 2.21). During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.9.
(cb) Each The Borrower agrees that, upon the request to the Administrative Agent by any Lender made shall repay all outstanding Revolving Loans on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Termination Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Credit Agreement (Loral Space & Communications Inc.)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Dollar Lender severally agrees to make revolving credit loans denominated in Dollars (together, the “"Dollar Revolving Loans”") to each of the Borrowers Company from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s 's Dollar Revolving Commitment Percentage of the sum of (i) the then outstanding L/C Obligations and the then outstanding Swing Line Loansand (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s 's Dollar Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of the Borrowers Company may use the Dollar Revolving Commitments by borrowing, prepaying and reborrowing the Dollar Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Dollar Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Company and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no 2.18.
(b) The Company shall repay all outstanding Dollar Revolving Loan shall be made as a Eurocurrency Loan after Loans on the day that is one month prior to the Maturity Termination Date.
(c) Each Borrower agrees thatSubject to the terms and conditions hereof, upon each Multicurrency Lender severally agrees, from time to time during the request Revolving Commitment Period, (i) to make revolving credit loans denominated in Dollars ("Multicurrency Dollar Revolving Loans") to the Company and (ii) to make revolving credit loans denominated in one or more Foreign Currencies ("Foreign Currency Loans"; together with the Multicurrency Dollar Revolving Loans, the "Multicurrency Revolving Loans") to the Foreign Subsidiary Borrowers in an aggregate principal amount (based on, in the case of Foreign Currency Loans, the Dollar Equivalent of such Foreign Currency Loans) at any one time outstanding which does not exceed the amount of such Lender's Multicurrency Revolving Commitment. During the Revolving Commitment Period, the Company and the Foreign Subsidiary Borrowers may borrow, prepay and reborrow Multicurrency Dollar Revolving Loans and Foreign Currency Loans, respectively, in whole or in part, all in accordance with the terms and conditions hereof. The Multicurrency Dollar Revolving Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Company and notified to the Administrative Agent in accordance with Sections 2.2 and 2.18. All Foreign Currency Loans shall be Eurocurrency Loans.
(d) The Borrowers shall repay all outstanding Multicurrency Revolving Loans on the Termination Date.
(e) The Company may from time to time elect to increase the Total Dollar Revolving Commitments and/or the Total Multicurrency Revolving Commitments so long as, after giving effect thereto, the aggregate amount of the Total Revolving Commitments does not exceed $110,000,000. The Company may arrange for any such increase to be provided by any one or more Lenders (each Lender made on so agreeing to an increase in its Dollar Revolving Commitment and/or Multicurrency Revolving Commitment, an "Increasing Lender"), or prior by one or more banks, financial institutions or other entities (each such bank, financial institution or other entity, an "Augmenting Lender"), to increase their existing Dollar Revolving Commitments or Multicurrency Revolving Commitments, as the case may be, or extend Dollar Revolving Commitments or Multicurrency Revolving Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the Closing Date approval of the Company and the Administrative Agent and (ii) the Company and each applicable Increasing Lender or Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Dollar Revolving Commitment or Multicurrency Revolving Commitment, as the case may be, and its status as a Dollar Lender or Multicurrency Lender, as the case may be. Increases and new Commitments created pursuant to this clause shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Lenders and the Administrative Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the Total Dollar Revolving Commitments or the Total Multicurrency Revolving Commitments, as the case may be (or in connection with the Dollar Revolving Commitment or Multicurrency Revolving Commitment of any assignment pursuant to subsection 11.6(bLender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.3 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Company and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under paragraphs (e) and (f) of Section 4.1 as to the corporate power and authority of the Company to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Total Dollar Revolving Commitments or the Total Multicurrency Revolving Commitments, as the case may be, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds and in the relevant currency or currencies as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to evidence such Lender’s Revolving Loanscause, such Borrower will execute and deliver after giving effect to such Lender a promissory note substantially in increase and the form use of Exhibit A-1, with appropriate insertions as such amounts to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable make payments to such Lender and representing other relevant Lenders, (A) each Dollar Lender's portion of the obligation outstanding Dollar Revolving Loans of all the Dollar Lenders to equal its Dollar Revolving Percentage of such Borrower to pay the amount outstanding Dollar Revolving Loans and (B) each Multicurrency Lender's portion of the outstanding Multicurrency Revolving Commitment Loans of all the Multicurrency Lenders in each currency to equal its Multicurrency Revolving Percentage of such Lender or, if less, the aggregate unpaid principal amount outstanding Multicurrency Revolving Percentage of all such outstanding Multicurrency Revolving Loans made by Loan in each such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, currency and (ii) the Company shall be stated deemed to mature on have repaid and reborrowed all outstanding Dollar Loans and/or Multicurrency Loans, as the Maturity Date and case may be, as of the date of any increase in the relevant Commitments (iii) provide for with such reborrowing to consist of the payment Types of interest Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company in accordance with subsection 4.1the requirements of Section 2.2). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurocurrency Loan shall be subject to indemnification by the Company pursuant to the provisions of Section 2.26 if the deemed payment occurs other than on the last day of the related Interest Periods.
Appears in 1 contract
Revolving Commitments. The Borrower shall have the right, exercisable up to four (a4) Subject times, to request increases in the aggregate amount of the Revolving Commitments by providing written notice to the terms Administrative Agent, which notice shall be irrevocable once given; provided that after giving effect to any and conditions hereofall such increases the aggregate amount of the Revolving Commitments shall not exceed One Billion Two Hundred Million Dollars ($1,200,000,000). Each such increase in the Revolving Commitments must be an aggregate minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree in writing) and integral multiples of $5,000,000 in excess thereof. The Administrative Agent, each Lender severally agrees in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Commitments, including decisions as to make revolving credit loans (togetherthe selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Revolving Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders and the Fees to be paid for such increased Revolving Commitments; provided, that, the “consent of the Borrower (not to be unreasonably withheld, conditioned or delayed) shall be required for all banks, financial institutions and institutional lenders that agree to provide any such increase in the event the consent of the Borrower would be required if such bank, financial institution or institutional lender were to become a Lender pursuant to Section 13.5(b)(iii)(A). No Lender shall be obligated in any way whatsoever to increase its Revolving Commitment or provide a new Revolving Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee subject to and in accordance with the provisions of Section 13.5(b). If a new Revolving Lender becomes a party to this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the date it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Commitment Percentage (determined with respect to the Revolving Lenders’ respective Revolving Commitments and after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans”, by making available to the Administrative Agent for the account of such other Revolving Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2.2(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts payable, if any, to such Revolving Lenders under Section 5.4 as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Revolving Commitments under this Section is subject to the following conditions precedent: (w) no Default or Event of Default shall exist on the effective date of such increase, (x) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, (y) payment of any and all Fees required in connection with such increased Revolving Commitments, and (z) the Administrative Agent shall have received each of the Borrowers from time following, in form and substance reasonably satisfactory to time during the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such increase and (B) all partnership or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) to the extent requested by the applicable Lender, a new Revolving Commitment Period in an aggregate principal amount at any one time outstanding whichNote executed by the Borrower, when added payable to such new Revolving Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Revolving Lenders increasing their Revolving Commitments, in the amount of such Revolving Lender’s Revolving Commitment Percentage at the time of the sum effectiveness of the then outstanding L/C Obligations and applicable increase in the then outstanding Swing Line Loans, does not exceed the aggregate amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each Commitments. In connection with any increase in the aggregate amount of the Borrowers may use the Revolving Commitments by borrowingpursuant to this Section 2.15(a), prepaying any Revolving Lender becoming a party hereto shall (1) execute such documents and agreements as the Revolving Loans Administrative Agent may reasonably request and (2) in whole or in partthe case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified provide to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan its name, address, tax identification number and/or such other information as shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to necessary for the Administrative Agent by any Lender made on or prior to comply with “know your customer” and anti-money laundering rules and regulations, including the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1Patriot Act.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Spirit Realty, L.P.)
Revolving Commitments. (a) Subject The Company may, upon notice to the terms and conditions hereofAdministrative Agent, each Lender severally agrees to make revolving credit loans (togetheri) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, the “Revolving Loans”(ii) to each of the Borrowers from time to time during permanently reduce the Letter of Credit Sublimit, the Swing Line Sublimit and/or the Foreign Borrower Sublimit, (iii) from time to time permanently reduce the Aggregate Revolving Commitment Period in A Commitments to an aggregate principal amount at any one time outstanding whichnot less than the Outstanding Amount of Revolving A Loans, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding Swing Line Loans and L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(biv) The Revolving Loans shall be made in Dollars and may from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans; provided that (A) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (i3) Eurocurrency LoansBusiness Days prior to the date of termination or reduction, (iiB) ABR any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof, (C) the Company shall not terminate or reduce (x)
(1) the Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings and/or Total Revolving B Outstandings, as applicable, would exceed the Aggregate Revolving A Commitments and/or Aggregate Revolving B Commitments, as applicable, (2) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (3) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit or (iii4) a combination thereofthe Foreign Borrower Sublimit if, as determined after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Loans and L/C Obligations made to Foreign Borrowers would exceed the Foreign Borrower Sublimit and (D) any such notice may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of termination or reduction may be revoked by the Borrowers and notified applicable Borrower (by notice to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence specified effective date) if such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1condition is not satisfied.
Appears in 1 contract
Sources: Credit Agreement (EnerSys)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after the day that is one month prior minimum amount of at least $15,000,000. No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s other Revolving Commitment Percentage Extensions of the sum of the Credit then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment Commitment; provided that after giving effect to the making and the use of proceeds thereof, the aggregate Revolving Extensions of Credit shall not exceed the Availability then in effect. During the Revolving Commitment Period, each of the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans or, solely in the case of Revolving Loans denominated in Dollars, ABR Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.22.13.
(b) Subject to the terms and conditions hereof, each Local Fronting Lender severally agrees to make loans (and, to the extent provided in Section 2.31, to create Acceptances) under the aggregate Revolving Commitments, in Dollars or in the Permitted Foreign Currency set forth on Schedule 2.4(b), to the Borrower or to the Local Borrowing Subsidiary for such Permitted Foreign Currency from time to time during the Revolving Commitment Period (individually, a “Local Loan”, and collectively, the “Local Loans”); provided that no provided, however, that, after giving effect to the making and the use of proceeds thereof, (i) the aggregate amount of the Local Outstandings of such Local Fronting Lender shall not exceed the amount equal to its Currency Sublimit then in effect and (ii) the aggregate Revolving Loan Extensions of Credit shall not exceed the Availability then in effect. The Local Loans made by each Local Fronting Lender generally shall be made as by such Local Fronting Lender from a Eurocurrency Loan after lending office which is located within the day jurisdiction of its respective Permitted Foreign Currency; provided, however, that, in the event that the Company or the relevant Local Borrowing Subsidiary so requests and the relevant Local Fronting Lender (in its sole discretion) so agrees, any Local Loans to be made by such Local Fronting Lender may be made from a lending office of such Local Fronting Lender which is one month prior to not located in the Maturity Datejurisdiction of its Permitted Foreign Currency. During the Revolving Commitment Period, the Local Borrowers may use the aggregate Revolving Commitments by borrowing Local Loans and Acceptances, repaying the Local Loans and Acceptances in whole or in part and reborrowing, all in accordance with the terms and conditions hereof.
(c) Each Borrower agrees that, upon the request Notwithstanding anything to the Administrative Agent contrary contained in this Agreement or any other Loan Document, (i) no Local Borrowing Subsidiary organized under the laws of any jurisdiction outside the United States shall pay or be obligated under any Loan Document to pay any amounts, including any amounts owing by or on account of any Lender made on other Loan Party pursuant to this Agreement or prior to the Closing Date any other Loan Document or in connection with respect of any assignment pursuant other Secured Obligations, other than the Obligations arising from the Local Loans of such Local Borrowing Subsidiary and (ii) no assets of any Local Borrowing Subsidiary organized outside of the United States shall be used to subsection 11.6(b)pay or secure obligations of the Company, any other Loan Party or any other Local Borrowing Subsidiary under any Loan Document or in order to evidence such Lender’s respect of any other Secured Obligations.
(d) The Borrower shall repay all outstanding Revolving Loans, such Borrower will execute Local Loans and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of Swingline Loans on the Revolving Commitment Termination Date with respect to the applicable Tranche of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1or commitments.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Revlon Inc /De/)
Revolving Commitments. Each Revolving Lender severally and not jointly agrees, during the Availability Period, (a1) Subject to on the terms and conditions hereof, each Lender severally agrees hereinafter set forth to make revolving credit loans (together, the “Revolving Loans”) Advances denominated in Dollars or Alternative Currencies to each of the Borrowers any Borrower from time to time during and (2) in the event that any Revolving Commitment Period Lender (other than an Initial Lender) shall have become a Non-Funding Lender, to make Supplemental Advances (each, collectively with any supplemental advances made pursuant to Section 2.01(b) below, a “Supplemental Advance”) denominated in Dollars or Alternative Currencies, as applicable, on the Closing Date to any Borrower in an amount deemed to be requested by such Borrower under Section 2.05, in the case of each of clauses (1) and (2), in an aggregate principal amount at that would not result (after giving effect to any one time outstanding which, when added application of proceeds from such Advances pursuant to such Lender’s Revolving Commitment Percentage of Section 2.03(a)) in (i) the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount Dollar Equivalent of such Lender’s Revolving Commitment then in effect. During the Credit Exposure exceeding such Lender’s Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency LoansCommitment, (ii) ABR Loans or the Dollar Equivalent of the Aggregate Revolving Credit Exposure exceeding the Aggregate Revolving Commitments and (iii) a combination thereofthe Dollar Equivalent of the Aggregate Revolving Credit Exposure denominated in Alternative Currencies exceeding the Alternative Currency Sublimit. Additionally, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date, no extensions of credit may be made under the Closing Date or Revolver Portion. Each Borrowing shall be in connection with any assignment an aggregate amount equal to the Applicable Minimum Amount and shall consist of Advances of the same Type and currency made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender’s Commitment, each Borrower may borrow under this Section 2.01(a), prepay Advances pursuant to subsection 11.6(bSection 2.12 and reborrow under this Section 2.01(a). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in order no Revolving Lender shall make any Revolving Advance to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver New HoldCo prior to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Sources: Credit Agreement (Steris Corp)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender (acting through any of its branches or affiliates) severally agrees to make revolving credit loans (together, the “Revolving Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Revolving Commitment Percentage of the sum of (x) the then outstanding L/C Obligations and the then outstanding Swing Line and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding, (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in effectcurrencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period, each of Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The . Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iiiother than in the case of Foreign Currency Loans) a combination thereofABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.22.13.
(b) Subject to the terms and conditions hereof, each Revolving Lender agrees to make Foreign Currency Loans to the Borrowers from time to time during the Revolving Commitment Period; provided that no (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure denominated in any L/C Foreign Currency outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Loan Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in any L/C Foreign Currency) and (2) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (y) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity DateLoans.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s shall repay all of its outstanding Revolving Loans, such including Foreign Currency Loans, on the Maturity Date.
(d) Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower will execute and deliver to by causing any domestic or foreign branch or Affiliate of such Lender a promissory note substantially in the form to make such Loan; provided that any exercise of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing option shall not affect the obligation of such Additional Borrower to pay the amount of the Revolving Commitment of repay such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Loan in accordance with subsection 4.1the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then have under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Revolving Commitments. (ai) Subject to Each Lender under the 3-Year Revolving Facility severally, and not jointly with the other Lenders under the 3-Year Revolving Facility, agrees, upon the terms and subject to the conditions hereofherein set forth, each Lender severally agrees to make revolving credit loans denominated in Dollars (togethereach a “3-Year Revolving Loan” and collectively, the “3-Year Revolving Loans”) to each of the Borrowers Borrower at any time and from time to time during the Revolving Commitment Availability Period with respect to the 3-Year Revolving Facility in an aggregate principal amount at any one time outstanding whichnot to exceed, when added to such Lender’s LC Exposure under the 3-Year Revolving Facility, the 3-Year Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the which 3-Year Revolving Loans in whole or in part, may be repaid and reborrowing, all reborrowed in accordance with the terms and conditions hereofprovisions of this Agreement. At no time shall the Total 3-Year Revolving Extensions of Credit exceed the Total 3-Year Revolving Commitment.
(bii) The Each Lender under the 5-Year Revolving Loans shall be made Facility severally, and not jointly with the other Lenders under the 5-Year Revolving Facility, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “5-Year Revolving Loan” and may collectively, the “5-Year Revolving Loans”) to the Borrower at any time and from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by during the Borrowers and notified Revolving Availability Period with respect to the Administrative Agent 5-Year Revolving Facility in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior an aggregate principal amount not to the Maturity Date.
(c) Each Borrower agrees thatexceed, upon the request when added to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s LC Exposure under the 5-Year Revolving LoansFacility, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the 5-Year Revolving Commitment of such Lender orLender, if less, the aggregate unpaid principal amount of all which 5-Year Revolving Loans made by such Lender to such Borrowermay be repaid and reborrowed in accordance with the provisions of this Agreement. Each At no time shall the Total 5-Year Revolving Note shall (i) be dated Extensions of Credit exceed the Closing Date, (ii) be stated to mature on the Maturity Date and Total 5-Year Revolving Commitment.
(iii) provide for Each Borrowing of a Revolving Loan under the payment of interest applicable Revolving Facility shall be made from the applicable Lenders pro rata in accordance with subsection 4.1their respective Revolving Commitments; provided, however, that the failure of any Lender to make any Revolving Loan under the applicable Revolving Facility shall not in itself relieve the other Lenders under such Revolving Facility of their obligations to lend.
Appears in 1 contract
Revolving Commitments. (a) Subject By written notice sent to the terms and conditions hereof, each Lender severally agrees Administrative Agent (which the Administrative Agent shall promptly distribute to make revolving credit loans (togetherthe Lenders), the “Revolving Loans”) to each of the Borrowers Borrower may at any time and from time to time during request an increase of the Revolving Commitment Period in aggregate amount of the Commitments by an aggregate principal amount at equal to any one time outstanding whichintegral multiple of $5,000,000; provided that (i) no Default shall have occurred and be continuing; (ii) the aggregate amount of the Commitments shall not have been reduced, when added to nor shall the Borrower have given notice of any such Lender’s Revolving Commitment Percentage of reduction under Section 2.09; (iii) the sum of (A) the then outstanding L/C Obligations and total amount of all Commitments after giving effect to any such increase, plus (B) the then outstanding Swing Line Loansinitial principal amount of any Incremental Term Loan, does shall not exceed $800,000,000; and (iv) the amount Commitment of a Lender shall not be increased without the consent of such Lender’s Revolving Commitment then in effect. During If one or more of the Revolving Commitment PeriodLenders is not increasing its Commitment, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the Borrowers may use requested increase that will not be provided by the Revolving existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments by borrowingand the New Lenders (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit “C”. If all existing Lenders shall not have provided their pro rata portion of the requested Increase Amount, prepaying the Revolving Loans in whole or in part, and reborrowing, all will not be held pro rata by the Lenders in accordance with the terms and conditions hereof.
(b) The Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Loans shall will be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined held by the Borrowers and notified to the Administrative Agent Lenders, pro rata in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the Commitments shall be made as deemed to be a Eurocurrency Loan after the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender purchase of a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the corresponding amount of the Revolving Commitment Loans of such the Lender or, if less, or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the aggregate unpaid principal amount same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to apply thereto under the terms of all Revolving Loans this Agreement. All advances made by such Lender to such Borrower. Each Revolving Note under this Section shall (i) be dated made through the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1Administrative Agent.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding (i) L/C Obligations and the then outstanding Swing Line Loansand (ii) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR LIBOR Rate Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.7.
(cb) Each The Borrower agrees that, upon shall repay to each Lender its outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for additional one year periods by providing not less than 65 days’ written notice to the Administrative Agent prior to September 29 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date; provided that (i) more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or otherwise committed to by Extending Lenders and any Lender New Lenders, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof if not qualified as to materiality shall be true and correct in all material respects and all other representations and warranties set forth in Section 3 hereof shall be true and correct, in each case on and as of such date with the same force and effect as if made on or prior as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties, if not qualified as to materiality, shall be true and correct in all material respects and all such other representations and warranties shall be true and correct, in each case as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Closing Date or in connection with Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any assignment pursuant to subsection 11.6(brenewals by other Lenders), in order to evidence such Lender’s Revolving Loans, such . The Borrower will execute and deliver have the right to such Lender a promissory note substantially accept commitments from third party financial institutions acceptable to the Administrative Agent (the “New Lenders”) in the form of Exhibit A-1, with appropriate insertions as an amount equal to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment Commitments of such Lender or, if less, any Declining Lenders; provided that the aggregate unpaid principal Extending Lenders will have the right to increase their Revolving Commitments up to the amount of all the Declining Lenders’ Revolving Loans made by such Lender Commitments before the Borrower will be permitted to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide substitute any other financial institutions for the payment of interest in accordance with subsection 4.1Declining Lenders. The Borrower may only extend the Revolving Termination Date two times pursuant to this Section 2.1(b).
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) in Dollars to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Revolving Commitment Percentage of the sum of (x) the then outstanding L/C Obligations and the then outstanding Swing Line Loansand (y) the aggregate principal amount of the Revolving Loans then outstanding and (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The . Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Term Benchmark Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.13.
(b) [Reserved].
(c) Each Borrower agrees that, upon shall repay all of its outstanding Revolving Loans on the request Maturity Date.
(d) Notwithstanding anything to the Administrative Agent contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower by causing any Lender made on domestic or prior to the Closing Date foreign branch or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to Affiliate of such Lender a promissory note substantially in the form to make such Loan; provided that any exercise of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing option shall not affect the obligation of such Additional Borrower to pay the amount of the Revolving Commitment of repay such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Loan in accordance with subsection 4.1the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then have under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Revolving Commitments. (aA) Subject to If the terms and conditions hereofAdministrative Agent notifies the Parent at any time that the Total Revolving Outstandings at such time exceed the Aggregate Revolving Commitments then in effect (and, each Lender severally agrees to make revolving credit loans in the case of any such excess resulting from exchange rate fluctuations, such excess continues for a period of three (together3) consecutive Business Days), then, within two Business Days after receipt of such notice, the “Revolving Loans”) to each of Borrowers shall prepay Loans and/or Cash Collateralize the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the in an aggregate amount sufficient to reduce such Outstanding Amount as of such Lender’s date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitment Commitments then in effect. During ; provided, however, that, subject to the Revolving Commitment Periodprovisions of Section 2.03(g), each the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.08(b)(i) unless after the prepayment in full of the Borrowers may use Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments by borrowing, prepaying the Revolving Loans then in whole or in part, and reborrowing, all in accordance with the terms and conditions hereofeffect.
(bB) The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to If the Administrative Agent notifies the Parent at any time that the Total Revolving Outstandings of the Domestic Borrowers at such time exceed the Domestic Revolving Sublimit then in accordance with subsections 2.2 and 4.2effect (and, in the case of any such excess resulting from exchange rate fluctuations, such excess continues for a period of three (3) consecutive Business Days), then, within two Business Days after receipt of such notice, the Domestic Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Outstandings of the Domestic Borrowers as of such date of payment to an amount not to exceed the Domestic Revolving Sublimit then in effect; provided that no Revolving Loan provided, however, that, subject to the provisions of Section 2.03(g), the Domestic Borrowers shall not be made as a Eurocurrency Loan required to Cash Collateralize the L/C Obligations pursuant to this Section 2.08(b)(i) unless after the day that is one month prior prepayment in full of the Loans to the Maturity Date.
(c) Each Borrower agrees that, upon Domestic Borrowers the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Total Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount Outstandings of the Domestic Borrowers exceed the Domestic Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Sublimit then in accordance with subsection 4.1effect.
Appears in 1 contract
Sources: Credit Agreement (Brightpoint Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender (acting through any of its branches or affiliates) severally agrees to make revolving credit loans (together, the “Revolving Loans”) in Dollars or in one or more Foreign Currencies (such Revolving Loans, “Foreign Currency Loans”) to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added (after giving effect to the use of proceeds thereof) to the sum of (i) such Lender’s Revolving Commitment Percentage of the sum of (x) the L/ C Obligations then outstanding L/C Obligations and (y) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding Swing Line Loansoutstanding, (ii) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in effectcurrencies other than Dollars) does not exceed the Total Revolving Commitments. During the Revolving Commitment Period, each of Period the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The . Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iiiother than in the case of Foreign Currency Loans) a combination thereofABR Loans, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.22.13.
(b) Subject to the terms and conditions hereof, each Revolving Lender agrees to make Foreign Currency Loans to the Borrowers from time to time during the Revolving Commitment Period; provided that no (i) after giving effect to the requested Foreign Currency Loan, the Dollar Equivalent of the sum of the aggregate principal amount of Foreign Currency Loans and any L/C Exposure denominated in any L/C Foreign Currency outstanding at such time does not exceed the Foreign Currency Sublimit, (ii) after giving effect to the requested Foreign Currency Loan (and the use of proceeds thereof), the sum of (x) such Lender’s Revolving Loan Percentage of the sum of (1) the L/C Obligations then outstanding (including the Dollar Equivalent of any L/C obligations denominated in any L/C Foreign Currency) and (2) the aggregate principal amount of the Revolving Loans (including the Dollar Equivalent of Foreign Currency Loans) then outstanding and (y) such Lender’s Swingline Exposure then outstanding, does not exceed the amount of such Lender’s Revolving Commitment and (iii) the Total Revolving Extensions of Credit outstanding at such time (including the Dollar Equivalent of any Revolving Extensions of Credit outstanding in currencies other than Dollars) does not exceed the Total Revolving Commitments. The Foreign Currency Loans shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity DateLoans.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s shall repay all of its outstanding Revolving Loans, such including Foreign Currency Loans, on the Initial Maturity Date.
(d) Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Loan to any Additional Borrower will execute and deliver to by causing any domestic or foreign branch or Affiliate of such Lender a promissory note substantially in the form to make such Loan; provided that any exercise of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing option shall not affect the obligation of such Additional Borrower to pay the amount of the Revolving Commitment of repay such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Loan in accordance with subsection 4.1the terms of this Agreement and shall not cause any Borrower or other Loan Party to incur as of the date of the exercise of such option any greater liability than it shall then have under Section 2.19 or Section 2.20(a).
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Revolving Commitments. (aA) Subject to If for any reason the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (togetherTotal Revolving A Outstandings at any time exceed the Aggregate Revolving A Commitments then in effect, the “Company shall immediately prepay Revolving Loans”A Loans and/or the Domestic Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i)(A) to each unless after the prepayment in full of the Borrowers Revolving A Loans and the Domestic Swing Line Loans the Total Revolving A Outstandings exceed the Aggregate Revolving A Commitments then in effect. The Administrative Agent may, at any time and from time to time during after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.
(B) If for any reason the Total Revolving Commitment Period B Outstandings at any time exceed the Aggregate Revolving B Commitments then in effect, the Company shall immediately prepay Revolving B Loans and/or the Foreign Swing Line Loans in an aggregate principal amount equal to such excess.
(C) If for any reason the Total Revolving C Outstandings at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Aggregate Revolving Commitment C Commitments then in effect. During , the Company shall immediately prepay Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving C Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereofan aggregate amount equal to such excess.
(bD) The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to If the Administrative Agent in accordance with subsections 2.2 and 4.2; provided notifies the Company at any time that no Revolving Loan shall be made as a Eurocurrency Loan after (1) the day that is one month prior Outstanding Amount of all Domestic Swing Line Loans at such time exceeds an amount equal to the Maturity DateDomestic Swing Line Loan Sublimit then in effect, or (2) the Outstanding Amount of all Foreign Swing Line Loans at such time exceeds an amount equal to the Foreign Swing Line Loan Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company, the Additional Borrower or the Designated Borrowers, as applicable, shall prepay such Swing Line Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Domestic Swing Line Loan Sublimit or the Foreign Swing Line Loan Sublimit, or both, as applicable.
(cE) Each Borrower agrees thatIf for any reason the Total Revolving D Outstandings at any time exceed the Aggregate Revolving D Commitments then in effect, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or Company shall immediately prepay Revolving D Loans in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver an aggregate amount equal to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrowerexcess. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.CHAR1\1829960v3
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (togethereach, a “Revolving Loan” and, collectively, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage the aggregate principal amount of the sum of the any then outstanding Revolving Loans, any Swingline Loans, the aggregate undrawn amount of all then outstanding Letters of Credit, and the aggregate amount of all L/C Obligations Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and the then outstanding Swing Line Loansowing to such Lender, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment Commitment. In addition, the amount of the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans shall not exceed the Available Revolving Commitments then in effect. During the Revolving Commitment Period, each of the Borrowers Borrower may use the Available Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR SOFR Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that 2.11. Notwithstanding anything to the contrary contained herein, during the existence and continuation of an Event of Default, no Revolving Loan shall may be made borrowed as, converted to or continued as a Eurocurrency Loan after the day that is one month prior to the Maturity DateSOFR Loan.
(cb) Each The Borrower agrees that, upon the request to the Administrative Agent by any Lender made shall repay all outstanding Revolving Loans on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Termination Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender▇▇▇▇▇▇’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations Exposure and the Swingline Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender▇▇▇▇▇▇’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Term Benchmark Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.7.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $450,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $25,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $450,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Borrower agrees thatAny additional bank, upon financial institution or other entity which, with the request to consent of the Borrower, the Administrative Agent by any and each Issuing Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.12(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Revolving Commitments. (a) Subject i. During the Revolving Commitment Period, subject to the terms and conditions hereof, including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class A Revolving Conduit Lender severally agrees may, in its sole discretion, and each Class A Revolving Committed Lender shall (severally, not jointly, or jointly and severally), make Class A Revolving Loans to the Borrower in an aggregate amount up to but not exceeding such Lender’s Class A Revolving Conduit Maximum Amount or Class A Revolving Committed Maximum Amount, as the case may be, provided that if any Class A Revolving Conduit Lender, in its discretion, does not make revolving credit loans a Class A Revolving Loan to the Borrower (togetheror any portion thereof), the “Class A Revolving Loans”Committed Lenders shall make such Class A Revolving Loan to the Borrower, provided further that no Class A Revolving Lender shall make any such Class A Revolving Loan or portion thereof to the extent that, after giving effect to such Class A Revolving Loan:
(a) to each the Total Utilization of Class A Revolving Maximum Amount exceeds the Class A Borrowing Base;
(b) the aggregate outstanding principal amount of the Borrowers from time to time during Class A Revolving Loans funded by such Class A Revolving Lender hereunder shall exceed its Class A Revolving Conduit Maximum Amount (in the case of a Class A Revolving Conduit Lender) or Class A Revolving Committed Maximum Amount (in the case of a Class A Revolving Committed Lender), and, for the avoidance of doubt, the Class A Revolving Maximum Amount shall be zero on the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effectTermination Date.
ii. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with subject to the terms and conditions hereof.
(b) The , including, without limitation delivery of an updated Borrowing Base Certificate and Borrowing Base Report pursuant to Section 3.2(a)(i), each Class B Revolving Lender shall make Class B Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent Borrower in accordance with subsections 2.2 and 4.2; an aggregate amount up to but not exceeding such Lender’s Class B Revolving Commitment, provided that no Class B Revolving Lender shall make any such Class B Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior or portion thereof to the Maturity Date.
(c) Each Borrower agrees extent that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver after giving effect to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Class B Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.Loan:
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of (i) the then outstanding L/C Obligations and then outstanding, (ii) the aggregate principal amount of the Swingline Loans then outstanding, (iii) the aggregate principal amount of Foreign Currency Fronting Loans then outstanding Swing Line Loansand (iv) its Bilateral Commitment, if any, does not exceed the amount of such Lender’s Revolving Commitment then Commitment, provided that in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.event that any
(b) The Borrower shall repay all outstanding Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by on the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Termination Date.
(c) Each The Borrower agrees thatmay from time to time elect to increase the Revolving Commitments; provided that (i) the Revolving Commitments may not be increased by more than $50,000,000 pursuant to this paragraph and (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of not less than $5,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, upon an “Increasing Lender”), or by one or more banks, financial institutions or other entities (each such bank, financial institution or other entity, an “Augmenting Lender”), that agree to increase their existing Revolving Commitments or to extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and (ii) the Borrower and each applicable Increasing Lender or Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Commitment and its status as a Revolving Lender. Increases and new Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Lenders and the Administrative Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Company and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Closing Date under paragraph (i) of Section 6.1 and clauses (ii) and (iii) of paragraph and (j) of Section 6.1 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and related matters and such other documents that the Administrative Agent shall reasonably request in connection therewith (which may include amendments to the Security Documents necessary or advisable in the judgment of the Administrative Agent in connection with such increase). On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent by any Lender made on or prior to such amounts in immediately available funds as the Closing Date or in connection with any assignment pursuant to subsection 11.6(b)Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to evidence cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans, such Borrower will execute and deliver Loans of all the Revolving Lenders to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “equal its Revolving Note”), payable to such Lender and representing the obligation Percentage of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all outstanding Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, and (ii) the Borrower shall be stated deemed to mature on have repaid and reborrowed all outstanding Revolving Loans as of the Maturity Date and date of any increase in the Revolving Commitments (iii) provide for with such reborrowing to consist of the payment Types of interest Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with subsection 4.1the requirements of Section 3.2). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 4.11 if the deemed payment occurs other than on the last day of the related Interest Periods.
Appears in 1 contract
Sources: Credit Agreement (Wta Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each US Revolving Lender severally agrees to make revolving credit loans Revolving Loans in Dollars (together, the “US Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding whichsuch that, when added after giving effect to such borrowing, such US Revolving Lender’s US Revolving Commitment Percentage Extensions of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does Credit do not exceed the amount of such US Revolving Lender’s US Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of the Borrowers Borrower may use the US Revolving Commitments by borrowing, prepaying the US Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) The Subject to the terms and conditions hereof, each Euro Revolving Lender severally agrees to make Revolving Loans shall be made in Dollars Euros (the “Euro Revolving Loans”) to HCLP from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding such that, after giving effect to such borrowing, such Euro Revolving Lender’s Euro Revolving Extensions of Credit do not exceed the amount of such Euro Revolving Lender’s Euro Revolving Commitment. During the Revolving Commitment Period, HCLP may use the Euro Revolving Commitments by borrowing, prepaying the Euro Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(c) The US Revolving Loans may from time to time be (i) Eurocurrency Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers relevant Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no 3.5. The Euro Revolving Loan Loans shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity DateLoans.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (togethereach, a “Revolving Loan” and, collectively, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage the aggregate principal amount of the sum of the any then outstanding Revolving Loans, any Swingline Loans, the aggregate undrawn amount of all then outstanding Letters of Credit, and the aggregate amount of all L/C Obligations Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and the then outstanding Swing Line Loansowing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment Commitment. In addition, the amount of the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans shall not exceed the Available Revolving Commitments then in effect. During the Revolving Commitment Period, each of the Borrowers Borrower may use the Available Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowingborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that 2.11. Notwithstanding anything to the contrary contained herein, during the existence of an Event of Default, no Revolving Loan shall may be made borrowed as, converted to or continued as a Eurocurrency Loan after the day that is one month prior to the Maturity DateEurodollar Loan.
(cb) Each The Borrower agrees that, upon the request to the Administrative Agent by any Lender made shall repay all outstanding Revolving Loans on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Termination Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.10.
(cb) Each The Borrower agrees thatmay from time to time elect to increase the Revolving Commitments (a “Revolving Commitment Increase”) in a minimum amount of $5,000,000 so long as, upon after giving effect thereto, the request aggregate amount of the Incremental Extensions of Credit and Revolving Commitment Increases does not exceed $500,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Revolving Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by any the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender, the Borrower and such Increasing Revolving Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note an agreement substantially in the form of Exhibit A-1G hereto, with appropriate insertions as and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to payeethis clause shall become effective on the date agreed by the Borrower, date the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and principal amount the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of in the Revolving Commitment of such Lender orany Lender), if lessshall become effective under this paragraph unless, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Closing DateBorrower, (ii) after giving effect to such Revolving Commitment Increase, the Borrower shall be stated to mature on the Maturity Date in compliance with Section 7.1, and (iii) provide the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the payment benefit of interest the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with subsection 4.1the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. For the avoidance of doubt, no existing Lender will be required to provide any Revolving Commitment Increase and the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any commitment for any Revolving Commitment Increase.
(c) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $200,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after the day that is one month prior minimum amount of at least $25,000,000. No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers from time to time during the Revolving Commitment Period Period, (i) each Tranche 1 Revolving Lender severally agrees to make to QVC revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 1 Revolving Loans”) in an aggregate principal amount that will not result at any one the time outstanding which, when added to of such Lender’s Revolving Commitment Percentage of Borrowing in (A) the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount Dollar Amount of such Lender’s Tranche 1 Outstanding Revolving Credit exceeding such Lender’s Tranche 1 Revolving Commitment then or (B) the Dollar Amount of Tranche 1 Revolving Loans in effectAlternative Currencies exceeding the Tranche 1 Alternative Currency Revolving Sublimit and (ii) each Tranche 2 Revolving Lender severally agrees to make to QVC or zulily revolving credit loans denominated in Dollars or an Alternative Currency (“Tranche 2 Revolving Loans”) in an aggregate principal amount that will not result at the time of such Borrowing in (A) the Dollar Amount of such Lender’s Tranche 2 Outstanding Revolving Credit exceeding such Lender’s Tranche 2 Revolving Commitment or (B) the Dollar Amount of Tranche 2 Revolving Loans in Alternative Currencies exceeding the Tranche 2 Alternative Currency Revolving Sublimit. During the Revolving Commitment Period, each of the Borrowers Period (i) QVC may use the Tranche 1 Revolving Commitments by borrowing, prepaying the Tranche 1 Revolving Loans, in whole or in part, and reborrowing, and (ii) QVC and zulily may each use the Tranche 2 Revolving Commitments by borrowing, prepaying the Tranche 2 Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans or, in the case of Revolving Loans in Dollars, ABR Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers applicable Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.03 and 4.2; provided that no 2.05.
(b) Each Revolving Loan under a Revolving Facility shall be made as part of a Eurocurrency Borrowing consisting of Revolving Loans made by the Revolving Lenders thereunder ratably in accordance with their respective Revolving Commitments under such Revolving Facility. The failure of any Revolving Lender to make any Revolving Loan after required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder; provided that the day that is one month prior Revolving Commitments of the Revolving Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to the Maturity Datemake Revolving Loans as required.
(c) Each Borrower agrees thatAt the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, upon the request to such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent by any Lender made on or prior in the case of Alternative Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount entire unused balance of the Revolving Commitment Commitments under the Tranche 1 Revolving Facility or Tranche 2 Revolving Facility, as applicable. Borrowings of such Lender or, if less, more than one Type and Class may be outstanding at the aggregate unpaid principal amount same time; provided that there shall not at any time be more than a total of all 15 Eurocurrency Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1Borrowings outstanding.
Appears in 1 contract
Sources: Credit Agreement (QVC Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month 2.7.
(b) At any time prior to the Maturity fourth anniversary of the Closing Date, the Borrower and any one or more Lenders (including any New Lender) may agree that such Lender or Lenders shall make or increase the amount of their Revolving Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase or new Revolving Commitment and the applicable Increased Revolving Commitment Closing Date (which may be no later than the fourth anniversary of the Closing Date). Notwithstanding the foregoing, (i) at no time may the Total Revolving Commitments exceed $500,000,000, (ii) Revolving Commitments may not be made or increased after the occurrence and during the continuation of a Default or Event of Default, including after giving effect to the incremental Revolving Commitments in question, (iii) any increase effected pursuant to this Section 2.1(b) shall be in a minimum amount of at least $25,000,000, (iv) no more than two Increased Revolving Commitment Closing Dates may be selected by the Borrower during the term of this Agreement and (v) prior to the Collateral Release Date, no increase of Revolving Commitments pursuant to Section 2.1(b) shall be effective until Section 3(c) of the KGE Collateral Agreement is satisfied. No Lender shall have any obligation to participate in any increase described in this Section 2.1(b) unless it agrees to do so in its sole discretion.
(c) Each Borrower agrees Any additional bank, financial institution or other entity (each, a “New Lender”) that, upon in the request to case of an institution that is not an Approved Fund or an affiliate of a then-existing Lender, with the consent of the Administrative Agent by any and each Issuing Lender made on or prior (which consent, in each case, shall not be unreasonably withheld), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1E-1, with appropriate insertions whereupon such bank, financial institution or other entity shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to payeethe benefits of this Agreement.
(d) On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, date and principal amount each Lender (eachincluding any New Lender) that has made or increased its Revolving Commitment shall make a Revolving Loan, as amended, supplemented, replaced or otherwise modified from time the proceeds of which will be used to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of prepay the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.12(a) based on the respective Revolving Percentages of the Lenders after giving effect to the increase of Revolving Commitments pursuant to Section 2.1(b) on such Increased Revolving Commitment Closing Date. Any remaining proceeds shall be used in accordance with Section 3.16.
(e) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) Loans to each of the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding whichoutstanding, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loansoutstanding, which does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, part and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; 2.6.
(a) From time to time during the Commitment Period, upon written notice by the Borrower Representative to the Administrative Agent, with the prior written consents of the Administrative Agent (which consent shall be in its sole discretion and shall not be unreasonably withheld or delayed) and the then Issuing Lenders (which consents shall not be unreasonably withheld or delayed), (i) any one or more existing Lenders may agree that such existing Lender or Lenders shall increase the amount of their Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a Commitment Increase Supplement or Commitment Increase Supplements, as the case may be, and/or (ii) any one or more New Lenders may from time to time during the Commitment Period agree that such New Lender or New Lenders shall establish a new Commitment or Commitments by executing and delivering to the Borrower Representative and the Administrative Agent a New Lender Supplement or New Lender Supplements, as the case may be, provided that no Revolving Loan each New Lender shall (A) be a NAIC Approved Bank or (B) shall have in effect a Limited Fronting Lender Agreement with a Lender which is a NAIC Approved Bank. From and after the effective date specified in each New Lender Supplement, the New Lender thereunder shall become a Lender with a Commitment in the amount set forth in such New Lender Supplement and shall have the rights and obligations of a Lender under this Agreement for all purposes and to the same extent as if originally a party hereto. Each New Lender shall deliver to the Administrative Agent an administrative questionnaire. Notwithstanding anything contained in this paragraph to the contrary, without the consent of (x) the Required Lenders, the aggregate amount of incremental Commitments established or increased after the Closing Date pursuant to this paragraph shall not exceed $100,000,000 and (y) the Administrative Agent, each increase in the Total Commitments effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum aggregate amount of $10,000,000. No existing Lender shall have any obligation under this Agreement to enter into a Commitment Increase Supplement.
(b) Upon its receipt of (i) a duly executed Commitment Increase Supplement or a New Lender Supplement, (ii) a certificate of each Borrower attaching the day that is one month prior resolutions of the board of directors of such Borrower authorizing the increase in the Commitments in an amount equal to or greater than the amount of such increase in the Commitments effected thereby (except to the Maturity Dateextent resolutions authorizing the increased amount have previously been delivered by such Borrower), and (iii) each written consent thereto required by paragraph (b) of this Section, the Administrative Agent shall accept such Commitment Increase or New Lender Supplement, as the case may be, and record the information contained therein in the Register.
(c) Each Borrower agrees that, upon the request Unless otherwise agreed to by the Administrative Agent and the Company (which agreement may include (i) a phase-in of the applicable increase and/or (ii) if agreed to by any Lender made each Lender, Interest Periods having terms other than as set forth herein ), on or prior each date upon which the Total Commitments shall be increased pursuant to this Section, to the Closing Date or extent necessary to rebalance the outstanding Loans pro rata among the Lenders (including any New Lenders) pursuant to their modified Aggregate Exposure Percentages, the Borrowers (i) shall prepay outstanding Loans, if any, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.14 in connection therewith, and (ii) to the extent they determine to do so, reborrow such Loans from the Lenders (including any New Lenders) after giving effect to the new and/or increased Commitments becoming effective on such date, in the case of each of clauses (i) and (ii) above such that, after giving effect thereto, the Loans (including the Types thereof and Interest Periods with any assignment respect thereto) shall be held by the Lenders (including for such purposes the New Lenders) pro rata according to their respective Aggregate Exposure Percentages. Any prepayment and reborrowing pursuant to subsection 11.6(b)the preceding sentence shall be effected, in order to evidence such Lender’s Revolving Loansthe maximum extent practicable, such through the netting of amounts payable between the Borrowers and the respective Lenders.
(d) On the Termination Date, each Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of shall repay all Revolving then outstanding Loans made by such Lender the Lenders to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower in Dollars from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the then outstanding Swing Line Loans, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.10.
(cb) Each The Borrower agrees thatmay from time to time elect to increase the Revolving Commitments (a “Revolving Commitment Increase”) in a minimum amount of $5,000,000 or such lower amount if such amount represents all remaining availability under the limit set in this Section 2.4(b) so long as, upon after giving effect thereto, the request aggregate amount of the Incremental Extensions of Credit and Revolving Commitment Increases does not exceed (i) $500,000,000750,000,000 plus (ii) in the event the Term Loan B Facility is incurred as an Incremental Term Loan, $1,375,000,000 plus (iii) an additional unlimited amount, provided, that in the case of this clause (iii), (A) at the time of incurrence (or the making of commitments if not drawn in full when committed) on a Pro Forma Basis (assuming that any such Revolving Commitment Increase is drawn in full and excluding the cash proceeds of such Revolving Commitment Increase), the Consolidated Secured Leverage Ratio does not exceed 3.003.50 to 1.00 as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or 6.1(b) and (B) committed but undrawn amounts for which the requirements in clause (A) are met when committed shall subsequently be available to be drawn without a need to meet such requirements. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, an “Increasing Revolving Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Revolving Lender”), to increase their existing Revolving Commitments, or extend Revolving Commitments, as the case may be, provided that (i) each Augmenting Revolving Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by any the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Revolving Lender, the Borrower and such Increasing Revolving Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note an agreement substantially in the form of Exhibit A-1G hereto, with appropriate insertions as and (y) in the case of an Augmenting Revolving Lender, the Borrower and such Augmenting Revolving Lender execute an agreement substantially in the form of Exhibit H hereto. Increases and new Revolving Commitments created pursuant to payeethis clause shall become effective on the date agreed by the Borrower, date the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and principal amount the relevant Increasing Revolving Lenders or Augmenting Revolving Lenders and the Administrative Agent shall notify each Revolving Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of in the Revolving Commitment of such Lender orany Lender), if lessshall become effective under this paragraph unless, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) on the proposed date of the effectiveness of such increase, the conditions set forth in paragraphs (a) and (b) of Section 5.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Closing DateBorrower, (ii) after giving effect to such Revolving Commitment Increase, subject to Section 1.2(e), the Borrower shall be stated to mature on the Maturity Date in compliance with Section 7.1, and (iii) provide the Administrative Agent shall have received documents consistent with those delivered on the Initial Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments, (i) each relevant Increasing Revolving Lender and Augmenting Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the payment benefit of interest the other Revolving Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its Revolving Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with subsection 4.1the requirements of Section 2.5). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the deemed payment occurs other than on the last day of the related Interest Periods. For the avoidance of doubt, no existing Lender will be required to provide any Revolving Commitment Increase and the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any commitment for any Revolving Commitment Increase.
(c) The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.
Appears in 1 contract
Sources: Credit Agreement (Gartner Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not AMERICAS 91292576 exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $15,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $50,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (together, to the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period Period, revolving credit loans (“Revolving Loans”), in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of (i) the then outstanding L/C Obligations and the then outstanding Swing Line Loansand (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying and reborrowing the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofBase Rate Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 3.2 and 4.2; provided that no 4.3. Not more than $50,000,000 of Revolving Loan Loans and Swingline Loans shall be made as a Eurocurrency Loan after on the day that is one month prior to the Maturity Closing Date.
(cb) Each All Revolving Loans shall be denominated in Dollars; provided, however, the Borrower agrees thatmay elect, upon the request by notice from Borrower to the Administrative Agent by in accordance with the procedures set forth in Section 3.2 below, to borrow Revolving Loans in one or more Alternate Currencies up to $35,000,000 at any Lender made on or prior to time outstanding; provided, further, that for the period from the Closing Date until the Administrative Agent so advises to the contrary, no Loans shall be requested and provided in Mexican Pesos;
(c) The Borrower agrees to repay all outstanding Revolving Loans in Dollars (with respect to Dollar Loans) or in connection the applicable Alternate Currency (with any assignment pursuant respect to subsection 11.6(bAlternate Currency Loans), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of any case on the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Termination Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
Appears in 1 contract
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $50,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $15,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $50,000,000). No Lender shall have any obligation to the Maturity Date.participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. NEWYORK 9337361
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
Appears in 1 contract
Revolving Commitments. (aA) Subject to If for any reason the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (togetherTotal Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the “Borrowers shall promptly prepay Revolving Loans”Loans (other than Bankers’ Acceptances) to each of and/or Swing Line Loans and/or Cash Collateralize the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess; provided, however, that the then outstanding Borrowers shall not be required to Cash Collateralize the L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.06(b)(i)(A) unless after the prepayment in full of the Revolving Loans and Swing Line Loans, does not Loans the Total Revolving Outstandings exceed the amount of such Lender’s Aggregate Revolving Commitment Commitments then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(bB) The Revolving In the case of Loans shall be made and Letters of Credit denominated in Dollars and may from time to time be (i) Eurocurrency Loansan Alternative Currency, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 will at periodic intervals, and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after may, at its discretion at other times, recalculate the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount Dollar Equivalent of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount Outstanding Amount of all Revolving Loans made and L/C Obligations denominated in Alternative Currencies to account for fluctuations in exchange rates affecting such Alternative Currency. If, as a result of any such recalculation or otherwise, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect by such Lender more than the Dollar Equivalent of $500,000, the Borrowers will promptly prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such Borrower. Each excess.
(C) If on any date during the Revolving Note Commitment Reserve Period the Total Revolving Outstandings on such date exceed the difference of (1) the Aggregate Revolving Commitments then in effect minus (2) the Outstanding Amount of the Term B Loan on such date for any reason other than the repayment in full of the Outstanding Amount of the Term B Loan with the proceeds of Revolving Loans, the Borrowers shall promptly prepay Revolving Loans (iother than Bankers’ Acceptances) and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be dated required to Cash Collateralize the Closing Date, L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.06(b)(i)(C) unless after the prepayment in full of the Revolving Loans (iiother than Bankers’ Acceptances) be stated to mature on and Swing Line Loans the Maturity Date and Total Revolving Outstandings exceed the difference of (iiiI) provide for Aggregate Revolving Commitments then in effect minus (II) the payment then Outstanding Amount of interest in accordance with subsection 4.1the Term B Loan.
Appears in 1 contract
Sources: Credit Agreement (Celestica Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding (i) L/C Obligations and the then outstanding Swing Line Loansand (ii) the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR LIBOR Rate Loans or (iii) a combination thereofBase Rate Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after the day that is one month prior to the Maturity Date2.7.
(cb) Each The Borrower agrees that, upon shall repay to each Lender its outstanding Revolving Loans on the Revolving Termination Date and shall repay such other Revolving Loans so that the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments to be in effect thereafter. The Borrower may request that the Revolving Commitments be extended for additional one year periods by providing not less than 65 days’ written notice to the Administrative Agent prior to February 18 of any year (each, a “Noticed Anniversary Date”). If a Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments (such Lender, an “Extending Lender”), it will notify the Administrative Agent, in writing, of its decision to do so and the maximum amount of Revolving Commitments it agrees to so extend no later than 20 days prior to the applicable Noticed Anniversary Date, which notice shall be irrevocable. The Administrative Agent will notify the Borrower, in writing, of the Lenders’ decisions no later than 15 days prior to such Noticed Anniversary Date. The Extending Lenders’ and the New Lenders’ (as defined below) Revolving Commitments and the Revolving Termination Date will be extended for an additional year from the then-applicable Revolving Termination Date; provided that (i) more than 50% of the Total Revolving Commitments outstanding on the applicable Noticed Anniversary Date are extended or otherwise committed to by Extending Lenders and any Lender New Lenders, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the representations and warranties set forth in Section 3 hereof if not qualified as to materiality shall be true and correct in all material respects and all other representations and warranties set forth in Section 3 hereof shall be true and correct, in each case on and as of such date with the same force and effect as if made on or prior as of such date (except for those representations and warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties, if not qualified as to materiality, shall be true and correct in all material respects and all such other representations and warranties shall be true and correct, in each case as of such specific date). No Lender shall be required to consent to any such extension request and any Lender that declines or does not respond to the Closing Date or in connection with Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments terminated on the then existing termination date (without regard to any assignment pursuant to subsection 11.6(brenewals by other Lenders), in order to evidence such Lender’s Revolving Loans, such . The Borrower will execute and deliver have the right to such Lender a promissory note substantially accept commitments from third party financial institutions acceptable to the Administrative Agent (the “New Lenders”) in the form of Exhibit A-1, with appropriate insertions as an amount equal to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment Commitments of such Lender or, if less, any Declining Lenders; provided that the aggregate unpaid principal Extending Lenders will have the right to increase their Revolving Commitments up to the amount of all the Declining Lenders’ Revolving Loans made by such Lender Commitments before the Borrower will be permitted to such Borrower. Each Revolving Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide substitute any other financial institutions for the payment of interest in accordance with subsection 4.1Declining Lenders. The Borrower may only extend the Revolving Termination Date two times pursuant to this Section 2.1(b).
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Revolving Commitments. (aA) Subject to If for any reason the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (togetherTotal Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the “Borrowers shall promptly prepay Revolving Loans”Loans (other than Bankers’ Acceptances) to each of and/or Swing Line Loans and/or Cash Collateralize the Borrowers from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess; provided, however, that the then outstanding Borrowers shall not be required to Cash Collateralize the L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.06(b)(i)(A) unless after the prepayment in full of the Revolving Loans and Swing Line Loans, does not Loans the Total Revolving Outstandings exceed the amount of such Lender’s Aggregate Revolving Commitment Commitments then in effect. During the Revolving Commitment Period, each of the Borrowers may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(bB) The Revolving In the case of Loans shall be made and Letters of Credit denominated in Dollars and may from time to time be (i) Eurocurrency Loansan Alternative Currency, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrowers and notified to the Administrative Agent in accordance with subsections 2.2 will at periodic intervals, and 4.2; provided that no Revolving Loan shall be made as a Eurocurrency Loan after may, at its discretion at other times, recalculate the day that is one month prior to the Maturity Date.
(c) Each Borrower agrees that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount Dollar Equivalent of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount Outstanding Amount of all Revolving Loans made and L/C Obligations denominated in Alternative Currencies to account for fluctuations in exchange rates affecting such Alternative Currency. If, as a result of any such recalculation or otherwise, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect by such Lender more than the Dollar Equivalent of $500,000, the Borrowers will promptly prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such Borrowerexcess. Each CHAR1\1982698v3
(C) If on any date during the Revolving Note Commitment Reserve Period the Total Revolving Outstandings on such date exceed the difference of (1) the Aggregate Revolving Commitments then in effect minus (2) the Outstanding Amount of the Term B Loan on such date for any reason other than the repayment in full of the Outstanding Amount of the Term B Loan with the proceeds of Revolving Loans, the Borrowers shall promptly prepay Revolving Loans (iother than Bankers’ Acceptances) and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptance Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be dated required to Cash Collateralize the Closing Date, L/C Obligations or Bankers’ Acceptance Obligations pursuant to this Section 2.06(b)(i)(C) unless after the prepayment in full of the Revolving Loans (iiother than Bankers’ Acceptances) be stated to mature on and Swing Line Loans the Maturity Date and Total Revolving Outstandings exceed the difference of (iiiI) provide for Aggregate Revolving Commitments then in effect minus (II) the payment then Outstanding Amount of interest in accordance with subsection 4.1the Term B Loan.
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Sources: Credit Agreement (Celestica Inc)
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans (togethereach, a “Revolving Loan” and, collectively, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount with respect to all such Revolving Loans at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage the aggregate principal amount of the sum of the any then outstanding Revolving Loans, any Swingline Loans, the aggregate undrawn amount of all then outstanding Letters of Credit, and the aggregate amount of all L/C Obligations Disbursements that have not yet been reimbursed or converted into Revolving Loans, incurred on behalf of the Borrower and the then outstanding Swing Line Loansowing to such Lender, does not exceed the amount of such Lender’s Revolving Commitment Commitment. In addition, the amount of the Total Revolving Extensions of Credit outstanding after giving effect to any requested borrowing of Revolving Loans shall not exceed the Available Revolving Commitments then in effect. During the Revolving Commitment Period, each of the Borrowers Borrower may use the Available Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections 2.2 Sections 2.5 and 4.2; provided that 2.13. Notwithstanding anything to the contrary contained herein, during the existence of an Event of Default, no Revolving Loan shall may be made borrowed as, converted to or continued as a Eurocurrency Loan after the day that is one month prior to the Maturity DateEurodollar Loan.
(cb) Each The Borrower agrees that, upon the request to the Administrative Agent by any Lender made shall repay all outstanding Revolving Loans on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1, with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Revolving Note”), payable to such Lender and representing the obligation of such Borrower to pay the amount of the Revolving Commitment of such Lender or, if less, the aggregate unpaid principal amount of all Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated the Closing Termination Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
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Revolving Commitments. (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans in Dollars (together, the “Revolving Loans”) to each of the Borrowers Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Commitment Percentage of the sum of the then outstanding L/C Obligations and the Exposure then outstanding Swing Line Loansoutstanding, does not exceed the amount of such Lender’s Revolving Commitment then in effectCommitment. During the Revolving Commitment Period, each of Period the Borrowers Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
(b) . The Revolving Loans shall be made in Dollars and may from time to time be (i) Eurocurrency Loans, (ii) ABR Eurodollar Loans or (iii) a combination thereofABR Loans, as determined by the Borrowers Borrower and notified to the Administrative Agent in accordance with subsections Sections 2.2 and 4.2; provided 2.6.
(b) At any time, the Borrower and any one or more Lenders (including New Lenders) may agree that no such Lender(s) shall make, obtain or increase the amount of their Revolving Loan Commitments by executing and delivering to the Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) the aggregate amount of incremental Revolving Commitments obtained pursuant to this Section 2.1(b) shall not exceed $200,000,000, (ii) incremental Revolving Commitments may not be made, obtained or increased during the continuation of a Default or Event of Default, including after giving pro forma effect to the incremental Revolving Commitments in question and (iii) the increase effected pursuant to this paragraph shall be made as in a Eurocurrency Loan after minimum amount of at least $25,000,000 (or, if less, the day that is one month prior remaining unutilized portion of such $200,000,000). No Lender shall have any obligation to the Maturity Dateparticipate in any increase described in this paragraph unless it agrees to do so in its sole discretion.
(c) Each Any additional bank, financial institution or other entity which, with the consent of the Borrower agrees that, upon the request to and the Administrative Agent by any Lender made on (which consent shall not be unreasonably withheld or prior delayed), elects to the Closing Date or become a “Lender” under this Agreement in connection with any assignment pursuant to subsection 11.6(ban increase described in Section 2.1(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), in order to evidence such Lender’s Revolving Loans, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1D-1, with appropriate insertions as to payeewhereupon such bank, date and principal amount financial institution or other entity (each, as amended, supplemented, replaced or otherwise modified from time to time, a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(d) On each Increased Revolving Note”)Commitment Closing Date on which there are Revolving Loans outstanding, payable the New Lender(s) and/or Lender(s) that have increased their Revolving Commitments shall make Revolving Loans, the proceeds of which will be used to prepay such Lender and representing the obligation of such Borrower to pay the amount portions of the Revolving Commitment Loans of such Lender orother Lenders, if lessso that, after giving effect thereto, the aggregate unpaid principal amount of all resulting Revolving Loans made by such Lender to such Borrower. Each Revolving Note shall (i) be dated outstanding are allocated among the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest Lenders in accordance with subsection 4.1Section 2.11(a) based on the respective Revolving Percentages of the Lenders after giving effect to such Increased Revolving Commitment Closing Date.
(e) The Borrower shall repay the outstanding Revolving Loans of each Lender on the Revolving Termination Date applicable to such Lender.
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