Swing Line Subfacility. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
Appears in 2 contracts
Sources: Credit Agreement (Navigant Consulting Inc), Credit Agreement (Navigant Consulting Inc)
Swing Line Subfacility. Subject (a) For the convenience of the parties, the Administrative Agent, solely for its own account, may make any requested Borrowing of not less than $500,000 (or a greater integral multiple of $100,000) directly to Borrower as a Swing Line Borrowing without requiring each other Lender to fund its Pro Rata Part thereof unless and until Section 2.4(c) is applicable. Swing Line Borrowings are subject to the terms and conditions set forth herein, following conditions:
(i) Each Swing Line Borrowing must occur on a Business Day before the Swing Line LenderMaturity Date;
(ii) When determined, (x) the aggregate Swing Line Exposure outstanding may not exceed $10,000,000 and (y) the Facility Commitment Usage may not exceed the Facility Committed Sum;
(iii) On any date when Borrowings equal to or in reliance upon excess of $10,000,000 are funded under the agreements Facility, all or a portion of the other Lenders set forth proceeds of those Borrowings shall be used to repay in this Section 2.04full all indebtedness then outstanding under the Swing Line Subfacility;
(iv) Each Swing Line Borrowing is deemed an ABR Borrowing; and
(v) Each Borrowing under the Swing Line Subfacility is available and may be prepaid on same-day telephonic notice from Borrower to Administrative Agent, shall, unless if notice is received by Administrative Agent before 11:00 a.m.
(b) Each Swing Line Borrowing shall be repaid on the earlier of (i) any Lender at the date that is five Business Days after the making of such time is a Defaulting Lender hereunder Swing Line Borrowing and (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Maturity Date.
(c) If (i) any Swing Line Lender’s Fronting Exposure with respect Borrowing remains outstanding at 12:00 noon on the Business Day immediately prior to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in the Business Day on which case the Swing Line Lender may Borrowings are due and payable pursuant to Section 2.4(b) and by such time Administrative Agent shall not have received a Borrowing Request from Borrower pursuant to Section 2.2 requesting an ABR Borrowing on the following Business Day in its sole discretion, make loans (each an amount at least equal to the aggregate principal amount of such loan, a “Swing Line Loan”Borrowings or (ii) any Swing Line Borrowing remains outstanding during the existence of a Potential Default or a Default, Administrative Agent shall be deemed to have received a Borrowing Request from Borrower pursuant to Section 2.2 requesting an ABR Borrowing on such following Business Day in an amount equal to the Company in Dollars from time aggregate amount of such Swing Line Borrowings; provided that such ABR Borrowing shall be made notwithstanding Borrower’s failure to time comply with Section 6.2. Notwithstanding the foregoing, if an ABR Borrowing becomes legally impractical, Administrative Agent shall promptly notify each Lender of Borrower’s failure to pay such Swing Line Borrowings and the unpaid amount of such Swing Line Borrowings. No later than the close of business on the date Administrative Agent gives notice (if notice is given before 12:00 noon on any Business Day during the Availability Period in an aggregate amount not to exceed Day, or, if made at any time outstanding other time, on the amount next Business Day following the date of the Swing Line Sublimitnotice), notwithstanding the fact that each Lender shall irrevocably and unconditionally purchase and receive from Administrative Agent a ratable participation in such Swing Line LoansBorrowings and shall make available to Administrative Agent in immediately available funds its Pro Rata Part of such unpaid amount, together with interest from the date when aggregated with its payment was due to, but not including, the Applicable Percentage date of payment, at the Outstanding Amount of Revolving LoansFederal Funds Effective Rate. If a Lender does not promptly pay its amount upon Administrative Agent’s demand, L/C Obligationsand until such Lender makes the required payment, U.K. Administrative Agent is deemed to continue to have outstanding a Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed Borrowing in the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings unpaid obligation. Borrower shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount make each payment of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds or any part of any Swing Line Loan Borrowing to refinance any outstanding Administrative Agent for the ratable benefit of Administrative Agent and those Lenders who have funded their participations in Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow Borrowings under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each 2.4(c) (but all interest accruing on Swing Line Loan shall bear interest only at a rate based on Borrowings before the Base Rate. Immediately upon the making funding date of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk any participation in such Swing Line Loan in an amount equal is payable solely to the product of such Lender’s Applicable Percentage times the amount of such Swing Line LoanAdministrative Agent for its own account).
Appears in 2 contracts
Sources: Credit Agreement (Monro, Inc.), Credit Agreement (Monro Muffler Brake Inc)
Swing Line Subfacility. Subject (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to the those terms and conditions applicable to Borrowings set forth hereinin SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving CommitmentMaturity Date; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage Principal Debt outstanding on any date of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time of such Lender’s Revolving CommitmentSwing Line Borrowing, no Default or Potential Default shall have occurred and providedbe continuing; (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, further, that AND (b) the Company shall not use the proceeds of Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limitsBorrowing, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan such Borrowing shall bear interest only at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a rate based participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the Base Ratelast Business Day of each month. Immediately Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing.
(b) If Borrower fails to repay any Swing Line Borrowing as provided herein (and in any event upon the making earlier to occur of a Default or the Swing Line LoanMaturity Date), Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon Dallas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to, and hereby to have irrevocably and unconditionally agrees to, purchase purchased and received from the Swing Line Lender a risk NationsBank an undivided interest 25 ▇▇▇▇▇▇/SYGNET OPERATING CREDIT AGREEMENT and participation in such Swing Line Loan in an amount equal Borrowing to the product extent of such Revolver Lender’s Applicable Percentage times 's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to NationsBank in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of such unpaid amount. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, NationsBank shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line LoanBorrowing shall be paid to Administrative Agent for the ratable benefit of NationsBank and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.2(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to NationsBank for its own account.
Appears in 2 contracts
Sources: Credit Agreement (Dobson Communications Corp), Credit Agreement (Dobson Sygnet Communications Co)
Swing Line Subfacility. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swing Line Lender agrees, severally and not jointly, on and after the Closing Date and until the earlier of the Business Day immediately preceding the Termination Date or the termination of the Swing Line Committed Sum of such Swing Line Lender, (i) to make available to Borrower requested Swing Line Borrowings ("QUOTED SWING LINE BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED SWING LINE RATE") furnished by such Swing Line Lender from time to time in its discretion to Borrower (through Administrative Agent) and accepted by Borrower in its discretion and (ii) to lend to Borrower such Swing Line Lender's Percentage Part of any requested Swing Line Borrowing ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest at a rate equal to the Alternate Rate; provided that, (A) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (B) on any date of determination, the Principal Debt shall never exceed the Commitment; (C) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (D) no Swing Line Borrowing may be made on any date on which a Borrowing under this Agreement pursuant to SECTION 2.1 is being made; (E) no additional Swing Line Borrowings shall be made at any time after any Lender has refused, notwithstanding the requirements of SECTIONS 2.2(C) and (D), to either fund a Borrowing under this Agreement or to purchase a participation in the Swing Line Principal Debt as required in such Sections (such unavailability of the Swing Line Subfacility shall continue until such funding or purchase shall occur or until the Swing Line Principal Debt has been repaid); and (F) at any time after Lenders are deemed to have purchased a participation in any Unrefunded Swing Line Borrowing pursuant to SECTION 2.2(d), such Unrefunded Swing Line Borrowings shall bear interest at the Default Rate. On any date of determination, (i) as a result of Quoted Swing Line Borrowings, the Swing Line Principal Debt owed to any Swing Line Lender may exceed such Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder 's Swing Line Committed Sum and (ii) as a result of Swing Line Borrowings, the Principal Debt owed to any Swing Line Lender may exceed its Commitment. Each AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT Quoted Swing Line Borrowing shall be made only by the Swing Line Lender has not entered into arrangements reasonably satisfactory furnishing the relevant Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall be made by all Swing Line Lenders ratably in accordance with their respective Percentage Parts. Swing Line Borrowings shall be made in a minimum aggregate principal amount of $1,000,000 or an integral multiple of $250,000 if in excess thereof (or an aggregate principal amount equal to the remaining balance of the available Swing Line Commitment). Each Swing Line Lender shall make the portion of each Swing Line Borrowing to be made by it available to Borrower by means of a credit to the general deposit account of Borrower with Administrative Agent or by a wire transfer, at the Company expense of Borrower, to an account designated in writing by Borrower, in each case by 2:30 p.m, Dallas, Texas time, on the date such Swing Line Borrowing is requested to be made pursuant to SECTION 2.2(B) below, in immediately available funds. Borrower may borrow, prepay, and reborrow Swing Line Borrowings on or after the Closing Date and prior to the Termination Date (or such Defaulting Lender to eliminate earlier date on which the Swing Line Lender’s Fronting Exposure with respect Commitment shall terminate in accordance herewith) on the terms and subject to such Defaulting Lender the conditions and limitations set forth herein.
(including by operation of Section 2.17(a)(iv)), in which case b) Borrowings under the Swing Line Lender may Subfacility shall be subject to those terms and conditions applicable to Borrowings as set forth in its sole discretionSECTIONS 5.2(C), make loans (each D), (E), and (F). Borrower shall give Administrative Agent telephonic, written, or telecopy notice substantially in the form of EXHIBIT B-7 (provided that, in the case of telephonic notice, such loannotice shall be promptly confirmed by telecopy) no later than 1:30 p.m., Dallas, Texas time (or, in the case of a “proposed Quoted Swing Line Loan”) to Borrowing, 11:00 a.m., Dallas, Texas time), on the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount day of the a proposed Swing Line SublimitBorrowing. Such notice shall be delivered on a Business Day, notwithstanding shall be irrevocable (subject, in the fact that such case of Quoted Swing Line LoansBorrowings, when aggregated with the Applicable Percentage to receipt by Borrower of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Quoted Swing Line Loans Rates acceptable to it) and Canadian Loans of shall refer to this Agreement and shall specify the Lender acting as Swing Line Lender, may exceed requested Borrowing Date (which shall be a Business Day) and the amount of such requested Swing Line Borrowing. Administrative Agent shall promptly advise the Swing Line Lenders of any notice received from Borrower pursuant to this SECTION 2.2(B). In the event that Borrower accepts a Quoted Swing Line Rate in respect of a requested Quoted Swing Line Borrowing, Borrower shall notify Administrative Agent (which shall in turn notify the relevant Swing Line Lender’s Revolving Commitment; provided) of such acceptance no later than 1:30 p.m., howeverDallas, Texas time, on the relevant Borrowing Date.
(c) Upon the occurrence of a Default or in the event that after giving effect to any Swing Line LoanBorrowing shall be outstanding for more than five Business Days, Administrative Agent shall, on behalf of Borrower (i) which hereby irrevocably directs and authorizes Administrative Agent to act on its behalf), request a Base Rate Borrowing from the Total Revolving Outstandings shall not exceed Lenders, including the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, Lenders (and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed tofund its Pro Rata Part of), and hereby irrevocably and unconditionally agrees to, purchase from in an amount sufficient to repay the Swing Line Lender a risk participation in Principal Debt outstanding under such Swing Line Loan in an amount equal to the product of Borrowing; provided that, such Lender’s Applicable Percentage times the amount of such Swing Line LoanBorrowings under this Agreement shall be made notwithstanding Borrower's noncompliance with SECTION 5.
Appears in 1 contract
Sources: 364 Day Revolving Credit and Term Loan Agreement (Mci Worldcom Inc)
Swing Line Subfacility. (i) Subject to the terms and conditions set forth herein, the Swing Line LenderLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)2.01(c), in which case the Swing Line Lender may in its sole discretion, to make loans (each such loan, a “"Swing Line Loan”") to the Company in Dollars from time to time on any Business Day during from the Availability Period Closing Date to the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitSubfacility, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage Pro Rata Share of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans Principal Debt of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s 's Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings Principal Debt shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount Principal Debt of the Revolving Credit Loans of any Lender, plus such Lender’s Applicable Percentage 's Pro Rata Share of the Outstanding Amount Principal Debt of all L/C ObligationsLetter of Credit Exposure, plus such Lender’s Applicable Percentage 's Pro Rata Share of the Outstanding Amount Principal Debt of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s 's Revolving Credit Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.042.01(c), prepay under Section 2.064.04, and reborrow under this Section 2.042.01(c). Each Swing Line Loan shall bear interest only at be a rate based on the Base RatePrime Rate Advance. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage 's Pro Rata Share times the amount of such Swing Line Loan.
(ii) Each Swing Line Borrowing shall be made upon the Company's irrevocable notice to the Swing Line Lender and Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $250,000 or a greater integral multiple of $50,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a written notice, appropriately completed and signed by a responsible officer of the Company. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.01(c)(i), or (B) that one or more of the applicable conditions specified in Article 7 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan notice, make the amount of its Swing Line Loan available to the Company. AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Appears in 1 contract
Swing Line Subfacility. Subject (a) For the convenience of the parties, the Agent, solely for its own account, may make any requested Borrowing of not less than $500,000 (or a greater integral multiple of $100,000) directly to Borrower as a Swing Line Borrowing without requiring each other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.4(b) is applicable. Swing Line Borrowings are subject to the terms and conditions set forth herein, following conditions:
(i) Each Swing Line Borrowing must occur on a Business Day before the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and Maturity Date;
(ii) When determined, (x) the aggregate Swing Line Lender has Debt outstanding may not entered into arrangements reasonably satisfactory to it with exceed $4,000,000, (y) the Company or such Defaulting Lender to eliminate Facility A Commitment Usage may not exceed the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender Facility A Committed Sum, and (including by operation of Section 2.17(a)(iv)), in which case z) the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansFacility A Commitment Usage, when aggregated with the Applicable Percentage Facility B Principal Debt, may not exceed the Total Commitment;
(iii) On any date when Borrowings equal to or in excess of $4,000,000 are funded under Facility A, all or a portion of the Outstanding Amount proceeds of Revolving Loans, L/C Obligations, U.K. those Borrowings shall be used to repay in full all indebtedness then outstanding under the Swing Line Loans and Canadian Loans of the Lender acting as Subfacility;
(iv) Each Swing Line LenderBorrowing is deemed an ABR Borrowing; and
(v) Each Borrowing under the Swing Line Subfacility is available and may be prepaid on same-day telephonic notice from Borrower to Agent, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect if notice is received by Agent before 11:00 a.m.
(b) If Borrower fails to repay any Swing Line LoanBorrowing within two (2) Business Days after demand by Agent (or upon the earliest to occur of a Default, (i) the Total Revolving Outstandings shall not exceed Facility A Termination Date, or the Aggregate Revolving Commitments, and (ii) date when the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount Committed Sums of all L/C ObligationsLenders under the entire Facility A are cancelled), plus such Lender’s Applicable Percentage Agent shall promptly notify each Lender of Borrower's failure and the Outstanding Amount unpaid amount. No later than the close of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based business on the Base Rate. Immediately upon date Agent gives notice (if notice is given before 12:00 noon on any Business Day, or, if made at any other time, on the making next Business Day following the date of a Swing Line Loannotice), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase and receive from the Swing Line Lender Agent a risk ratable participation in such Swing Line Loan Borrowing and shall make available to Agent in an amount equal to the product immediately available funds its Pro Rata Part of such Lender’s Applicable Percentage times unpaid amount, together with interest from the date when its payment was due to, but not including, the date of payment, at the Federal Funds Rate. If a Lender does not promptly pay its amount upon Agent's demand, and until Lender makes the required payment, Agent is deemed to continue to have outstanding a Swing Line Borrowing in the amount of such the Lender's unpaid obligation. Borrower shall make each payment of all or any part of any Swing Line LoanBorrowing to Agent for the ratable benefit of Agent and those Lenders who have funded their participations in Swing Line Borrowings under this SECTION 2.4(b) (but all interest accruing on Swing Line Borrowings before the funding date of any participation is payable solely to Agent for its own account).
Appears in 1 contract
Swing Line Subfacility. Subject (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Documents, Swing Line Lender, solely for its own account, agrees to the make any requested Borrowing of $1,000,000 or a greater integral multiple of $100,000, subject to those terms and conditions applicable to Borrowings set forth in Section 7.3(b), (c), (d), (e), and (f), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until Section 2.6(b) is applicable; provided that: (i) each Swing Line Borrowing must occur on a Business Day and no later than the Business Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Swing Line Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vi) each Swing Line Borrowing shall bear interest at a rate per annum equal to a rate mutually agreed to by Borrower and Swing Line Lender; provided that at any time after Revolver Lenders are deemed to have purchased, pursuant to Section 2.6(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of Section 2.6(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to Swing Line Lender, so long as such notice is received by Swing Line Lender prior to 1:00 p.m., Dallas, Texas time. Accrued interest on Swing Line Borrowings shall be due and payable on each March 31, June 30, September 30, and December 31, and on the Termination Date for the Revolver Facility.
(b) Borrowings under the Swing Line Subfacility shall be due one Business Day after demand. If Borrower fails to repay any Swing Line Borrowing as provided herein, and funds cannot be or are not advanced under the Revolver Facility to satisfy the obligations under the Swing Line Subfacility, Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from Swing Line Lender an undivided interest and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to Swing Line Lender in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of the unpaid amount of such Swing Line Borrowing. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Revolver Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, Swing Line Lender shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of Swing Line Lender and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this Section 2.6(b); provided that, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to Swing Line Lender for its own account. In the event that any payment received by the Swing Line Lender is required to be returned, each Revolver Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.
(c) Notwithstanding anything to the contrary in this Agreement, each Revolver Lender's obligation to fund the Borrowings and to purchase and fund participating interests pursuant to Section 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other right which such Revolver Lender or Borrower may have against the Swing Line Lender, in reliance upon the agreements of the Borrower, or any other Lenders set forth in this Section 2.04, shall, unless (i) Person for any Lender at such time is a Defaulting Lender hereunder and reason whatsoever; (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory occurrence or continuance of a Potential Default or a Default or the failure to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on satisfy any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimitconditions specified in Section 7; (iii) any adverse change in the condition (financial or otherwise) of any Company; (iv) any breach of this Agreement by Borrower, notwithstanding the fact that such Swing Line Loansany Guarantor, when aggregated with the Applicable Percentage or any Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loanforegoing.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Acx Technologies Inc)
Swing Line Subfacility. Subject For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Documents, Swing Line Lender, solely for its own account, may make any requested Borrowing of $1,000,000 or a greater integral multiple of $100,000, subject to the those terms and conditions applicable to Borrowings set forth hereinin SECTIONS 7.3(c) through (h), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof UNLESS and until SECTION 2.6(b) is applicable; PROVIDED THAT: (i) each Swing Line Borrowing must occur on a Business Day and no later than the Business Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Revolver Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the Base Rate PLUS the Applicable Margin for Base Rate Borrowings for the Revolver Facility; PROVIDED THAT, at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.6(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.6(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to Swing Line Lender, SO LONG AS such notice is received by Swing Line Lender prior to 12:00 noon (Dallas, Texas time). Accrued interest on Swing Line Borrowings shall be due and payable on each March 31, June 30, September 30, and December 31, and on the Termination Date for the Revolver Facility. On each Swing Line Maturity Date, all Swing Line Principal Debt then outstanding shall be repaid in full. If Borrower fails to repay any Swing Line Borrowing as provided herein and funds cannot be or are not advanced under the Revolver Facility to satisfy the obligations under the Swing Line Subfacility, Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from Swing Line Lender an undivided interest and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Commitment Percentage (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to Swing Line Lender in immediately available funds such Revolver Lender's Commitment Percentage (with respect to the Revolver Facility) of the unpaid amount of such Swing Line Borrowing. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Revolver Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, Swing Line Lender shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of Swing Line Lender and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.6(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding, such participation shall be payable solely to Swing Line Lender for its own account. In the event that any payment received by Swing Line Lender is required to be returned, each Revolver Lender will return to Swing Line Lender any portion thereof previously distributed by Swing Line Lender to it. Notwithstanding anything to the contrary in this Agreement, each Revolver Lender's obligation to fund the Borrowings and to purchase and fund participating interests pursuant to SECTION 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other Right which such Revolver Lender or Borrower may have against the Swing Line Lender, in reliance upon the agreements of the Borrower, or any other Lenders set forth in this Section 2.04, shall, unless (i) Person for any Lender at such time is a Defaulting Lender hereunder and reason whatsoever; (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory occurrence or continuance of a Potential Default or a Default or the failure to it with satisfy any of the conditions specified in SECTION 7; (iii) any adverse change in the condition (financial or otherwise) of any Company; (iv) any breach of this Agreement by any Company or such Defaulting Lender any Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loanforegoing. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line LoanTERMINATIONS OR REDUCTIONS OF COMMITMENTS.
Appears in 1 contract
Sources: Credit Agreement (Dutchess County Cellular Telephone Co Inc)
Swing Line Subfacility. Subject (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Documents, Swing Line Lender, solely for its own account, agrees to the make any requested Borrowing of $1,000,000 or a greater integral multiple of $100,000, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(c), (d), (e), (f), (g), and (h), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.5(b) is applicable; PROVIDED THAT: (i) each Swing Line Borrowing must occur on a Business Day and no later than the Business Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Revolver Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the Base Rate PLUS the Applicable Margin for Base Rate Borrowings under the Revolver Facility; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased, pursuant to SECTION 2.5(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.5(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to Swing Line Lender, SO LONG AS such notice is received by Swing Line Lender prior to 1:00 p.m., Dallas, Texas time. Accrued interest on Swing Line Borrowings shall be due and payable on each March 31, June 30, September 30, and December 31, and on the Termination Date for the Revolver Facility. On each Swing Line Maturity Date, all Swing Line Principal Debt then outstanding shall be repaid in full.
(b) If Borrower fails to repay any Swing Line Borrowing as provided herein, and funds cannot be or are not advanced under the Revolver Facility to satisfy the obligations under the Swing Line Subfacility, Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from Swing Line Lender an undivided interest and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to Swing Line Lender in immediately available funds such Revolver Lender's Pro Rata Part (with respect to the Revolver Facility) of the unpaid amount of such Swing Line Borrowing. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Revolver Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, Swing Line Lender shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of Swing Line Lender and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.5(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to Swing Line Lender for its own account. In the event that any payment received by the Swing Line Lender is required to be returned, each Revolver Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.
(c) Notwithstanding anything to the contrary in this Agreement, each Revolver Lender's obligation to fund the Borrowings and to purchase and fund participating interests pursuant to SECTION 2.5(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other Right which such Revolver Lender or Borrower may have against the Swing Line Lender, in reliance upon the agreements of the Borrower, or any other Lenders set forth in this Section 2.04, shall, unless (i) Person for any Lender at such time is a Defaulting Lender hereunder and reason whatsoever; (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory occurrence or continuance of a Potential Default or a Default or the failure to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on satisfy any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimitconditions specified in SECTION 7; (iii) any adverse change in the condition (financial or otherwise) of any Loan Party; (iv) any breach of this Agreement by Borrower, notwithstanding the fact that such Swing Line Loansany Guarantor, when aggregated with the Applicable Percentage or any Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loanforegoing.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Dobson Communications Corp)
Swing Line Subfacility. Subject (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Documents, Swing Line Lender, solely for its own account, may make any requested Borrowing of $1,000,000 or a greater integral multiple of $100,000, subject to the those terms and conditions applicable to Borrowings set forth hereinin Sections 7.3(c) through (h), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until Section 2.6(b) is applicable; provided that: (i) each Swing Line Borrowing must occur on a Business Day and no later than the Business Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Revolver Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate Borrowings for the Revolver Facility; provided that, at any time after Revolver Lenders are deemed to have purchased pursuant to Section 2.6(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest Credit Agreement 36 at the Default Rate; and (vii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of Section 2.6(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to Swing Line Lender, so long as such notice is received by Swing Line Lender prior to 12:00 noon (Dallas, Texas time). Accrued interest on Swing Line Borrowings shall be due and payable on each March 31, June 30, September 30, and December 31, and on the Termination Date for the Revolver Facility. On each Swing Line Maturity Date, all Swing Line Principal Debt then outstanding shall be repaid in full.
(b) If Borrower fails to repay any Swing Line Borrowing as provided herein and funds cannot be or are not advanced under the Revolver Facility to satisfy the obligations under the Swing Line Subfacility, Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Revolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from Swing Line Lender an undivided interest and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Commitment Percentage (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to Swing Line Lender in immediately available funds such Revolver Lender's Commitment Percentage (with respect to the Revolver Facility) of the unpaid amount of such Swing Line Borrowing. All such amounts payable by any Revolver Lender shall include interest thereon from the date on which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Revolver Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, Swing Line Lender shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of Swing Line Lender and those Revolver Lenders who have funded their participations in such Swing Line Principal Debt under this Section 2.6(b); provided that, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding, such participation shall be payable solely to Swing Line Lender for its own account. In the event that any payment received by Swing Line Lender is required to be returned, each Revolver Lender will return to Swing Line Lender any portion thereof previously distributed by Swing Line Lender to it.
(c) Notwithstanding anything to the contrary in this Agreement, each Revolver Lender's obligation to fund the Borrowings and to purchase and fund participating interests pursuant to Section 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other Right which such Revolver Lender or Borrower may have against the Swing Line Lender, in reliance upon the agreements of the Borrower, or any other Lenders set forth in this Section 2.04, shall, unless (i) Person for any Lender at such time is a Defaulting Lender hereunder and reason whatsoever; (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory occurrence or continuance of a Potential Default or a Default or the failure to it with satisfy any of the conditions specified in Section 7; (iii) any adverse change in the condition (financial or otherwise) of any Company; (iv) any breach of this Agreement by any Credit Agreement 37 Company or such Defaulting Lender any Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loanforegoing.
Appears in 1 contract
Swing Line Subfacility. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swing Line Lender agrees, severally and not jointly, on and after the Closing Date and until the earlier of the Business Day immediately preceding the Facility A Termination Date or the termination of the Swing Line Committed Sum of such Swing Line Lender, (i) to make available to Borrower requested Swing Line Borrowings ("QUOTED SWING LINE BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED SWING LINE RATE") furnished by such Swing Line Lender from time to time in its discretion to Borrower (through Administrative Agent) and accepted by Borrower in its discretion and (ii) to lend to Borrower such Swing Line Lender's Percentage Part of any requested Swing Line Borrowing ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest at a rate equal to the Alternate Rate; provided that, (A) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (B) on any date of determination, the Facility A Commitment Usage shall never exceed the Facility A Commitment; (C) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (D) no Swing Line Borrowing may be made on any date on which a Borrowing under Facility A pursuant to SECTION 2.1 is being made; (E) no additional Swing Line Borrowing shall be made at any time after any Facility A Lender has refused, notwithstanding the requirements of SECTIONS 2.3(c) and (d), to either fund a Borrowing under Facility A or to purchase a participation in the Swing Line Principal Debt as required in such Sections (such unavailability of the Swing Line Subfacility shall continue until such funding or purchase shall occur or until the Swing Line Principal Debt has been repaid); and (F) at any time after Facility A Lenders are deemed to have purchased a participation in any Unrefunded Swing Line Borrowing pursuant to SECTION 2.3(d), such Unrefunded Swing Line Borrowings shall bear interest at the Default Rate. On any date of determination, (i) as a result of Quoted Swing Line Borrowings, the Swing Line Principal Debt owed to any Swing Line Lender may exceed such Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder 's Swing Line Committed Sum and (ii) as a result of Swing Line Borrowings, the Facility A Principal Debt owed to any Swing Line Lender may exceed its Facility A Commitment. Each Quoted Swing Line Borrowing shall be made only by the Swing Line Lender has not entered into arrangements reasonably satisfactory furnishing the relevant Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall be made by all Swing Line Lenders ratably in accordance with their respective Percentage Parts. Swing Line Borrowings shall be made in a minimum aggregate principal amount of $1,000,000 or an integral multiple of $250,000 if in excess thereof (or an aggregate principal amount equal to the remaining balance of the available Swing Line Commitment). Each Swing Line Lender shall make the portion of each Swing Line Borrowing to be made by it available to Borrower by means of a credit to the general deposit account of Borrower with Administrative Agent or by a wire transfer, at the Company expense of Borrower, to an account designated in writing by Borrower, in each case by 2:30 p.m, Dallas, Texas time, on the date such Swing Line Borrowing is requested to be made pursuant to SECTION 2.3(b) below, in immediately available funds. Borrower may borrow, prepay, and reborrow Swing Line Borrowings on AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 23 29 or after the Closing Date and prior to the Facility A Termination Date (or such Defaulting Lender to eliminate earlier date on which the Swing Line Lender’s Fronting Exposure with respect Commitment shall terminate in accordance herewith) on the terms and subject to such Defaulting Lender the conditions and limitations set forth herein.
(including by operation of Section 2.17(a)(iv)), in which case b) Borrowings under the Swing Line Lender may Subfacility shall be subject to those terms and conditions applicable to Borrowings as set forth in its sole discretionSECTIONS 5.2(c), make loans (each d), (e), and (f). Borrower shall give Administrative Agent telephonic, written, or telecopy notice substantially in the form of EXHIBIT B-7 (provided that, in the case of telephonic notice, such loannotice shall be promptly confirmed by telecopy) no later than 1:30 p.m., Dallas, Texas time (or, in the case of a “proposed Quoted Swing Line Loan”) to Borrowing, 11:00 a.m., Dallas, Texas time), on the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount day of the a proposed Swing Line SublimitBorrowing. Such notice shall be delivered on a Business Day, notwithstanding shall be irrevocable (subject, in the fact that such case of Quoted Swing Line LoansBorrowings, when aggregated with the Applicable Percentage to receipt by Borrower of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Quoted Swing Line Loans Rates acceptable to it) and Canadian Loans of shall refer to this Facility A Agreement and shall specify the Lender acting as Swing Line Lender, may exceed requested Borrowing Date (which shall be a Business Day) and the amount of such requested Swing Line Borrowing. Administrative Agent shall promptly advise the Swing Line Lenders of any notice received from Borrower pursuant to this SECTION 2.3(b). In the event that Borrower accepts a Quoted Swing Line Rate in respect of a requested Quoted Swing Line Borrowing, Borrower shall notify Administrative Agent (which shall in turn notify the relevant Swing Line Lender’s Revolving Commitment; provided) of such acceptance no later than 1:30 p.m., howeverDallas, Texas time, on the relevant Borrowing Date.
(c) Upon the occurrence of a Default or in the event that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender Borrowing shall be deemed tooutstanding for more than five Business Days, and Administrative Agent shall, on behalf of Borrower (which hereby irrevocably directs and unconditionally agrees toauthorizes Administrative Agent to act on its behalf), purchase request a Base Rate Borrowing from the Facility A Lenders, including the Swing Line Lenders (and each Facility A Lender a risk participation shall fund its Pro Rata Part of), in an amount sufficient to repay the Swing Line Principal Debt outstanding under such Swing Line Loan in an amount equal to the product of Borrowing; provided that, such Lender’s Applicable Percentage times the amount of such Swing Line Loan.Borrowings under Facility A shall be made notwithstanding Borrower's noncompliance with SECTION
Appears in 1 contract
Sources: Facility a Revolving Credit Agreement (Worldcom Inc /Ga/)
Swing Line Subfacility. Subject (a) For the convenience of the parties, the Agent, solely for its own account, may make any requested Borrowing of not less than $500,000 (or a greater integral multiple of $100,000) directly to Borrower as a Swing Line Borrowing without requiring each other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.4(B) is applicable. Swing Line Borrowings are subject to the terms and conditions set forth herein, following conditions:
(i) Each Swing Line Borrowing must occur on a Business Day before the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and Maturity Date;
(ii) When determined, (x) the aggregate Swing Line Lender has Debt outstanding may not entered into arrangements reasonably satisfactory to it with exceed $2,000,000, (y) the Company or such Defaulting Lender to eliminate Facility A Commitment Usage may not exceed the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender Facility A Committed Sum and (including by operation of Section 2.17(a)(iv)), in which case z) the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line LoansFacility A Commitment Usage, when aggregated with the Applicable Percentage Facility B Principal Debt, may not exceed the Total Commitment; 24
(iii) On any date when Borrowings equal to or in excess of $2,000,000 are funded under Facility A, all or a portion of the Outstanding Amount proceeds of Revolving Loans, L/C Obligations, U.K. those Borrowings shall be used to repay in full all indebtedness then outstanding under the Swing Line Loans and Canadian Loans of the Lender acting as Subfacility;
(iv) Each Swing Line LenderBorrowing is deemed an ABR Borrowing; and
(v) Each Borrowing under the Swing Line Subfacility is available and may be prepaid on same-day telephonic notice from Borrower to Agent, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect if notice is received by Agent before 11:00 a.m.
(b) If Borrower fails to repay any Swing Line LoanBorrowing within two (2) Business Days after demand by Agent (or upon the earliest to occur of a Default, (i) the Total Revolving Outstandings shall not exceed Facility A Termination Date, or the Aggregate Revolving Commitments, and (ii) date when the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount Committed Sums of all L/C ObligationsLenders under the entire Facility A are cancelled), plus such Lender’s Applicable Percentage Agent shall promptly notify each Lender of Borrower's failure and the Outstanding Amount unpaid amount. No later than the close of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based business on the Base Rate. Immediately upon date Agent gives notice (if notice is given before 12:00 noon on any Business Day, or, if made at any other time, on the making next Business Day following the date of a Swing Line Loannotice), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase and receive from the Swing Line Lender Agent a risk ratable participation in such Swing Line Loan Borrowing and shall make available to Agent in an amount equal to the product immediately available funds its Pro Rata Part of such Lender’s Applicable Percentage times unpaid amount, together with interest from the date when its payment was due to, but not including, the date of payment, at the Federal Funds Rate. If a Lender does not promptly pay its amount upon Agent's demand, and until Lender makes the required payment, Agent is deemed to continue to have outstanding a Swing Line Borrowing in the amount of such the Lender's unpaid obligation. Borrower shall make each payment of all or any part of any Swing Line LoanBorrowing to Agent for the ratable benefit of Agent and those Lenders who have funded their participations in Swing Line Borrowings under this SECTION 2.4(b) (but all interest accruing on Swing Line Borrowings before the funding date of any participation is payable solely to Agent for its own account).
Appears in 1 contract
Swing Line Subfacility. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swing Line Lender agrees, severally and not jointly, on and after the Closing Date and until the earlier of the Business Day immediately preceding the Termination Date or the termination of the Swing Line Committed Sum of such Swing Line Lender, (i) to make available to Borrower requested Swing Line Borrowings ("QUOTED SWING LINE BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED SWING LINE RATE") furnished by such Swing Line Lender from time to time in its discretion to Borrower (through Administrative Agent) and accepted by Borrower in its discretion and (ii) to lend to Borrower such Swing Line Lender's Percentage Part of any requested Swing Line Borrowing ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest at a rate equal to the Alternate Rate; provided that, (A) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (B) on any date of determination, the Principal Debt shall never exceed the Commitment; (C) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (D) no Swing Line Borrowing may be made on any date on which a Borrowing under this Agreement pursuant to SECTION 2.1 is being made; (E) no additional Swing Line Borrowings shall be made at any time after any Lender has refused, notwithstanding the requirements of SECTIONS 2.2(c) and (d), to either fund a Borrowing under this Agreement or to purchase a participation in the Swing Line Principal Debt as required in such Sections (such unavailability of the Swing Line Subfacility shall continue until such funding or purchase shall occur or until the Swing Line Principal Debt has been repaid); and (F) at any time after Lenders are deemed to have purchased a participation in any Unrefunded Swing Line Borrowing pursuant to SECTION 2.2(d), such Unrefunded Swing Line Borrowings shall bear interest at the Default Rate. On any date of determination, (i) as a result of Quoted Swing Line Borrowings, the Swing Line Principal Debt owed to any Swing Line Lender may exceed such Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder 's Swing Line Committed Sum and (ii) as a result of Swing Line Borrowings, the Principal Debt owed to any Swing Line Lender may exceed its Commitment. Each Quoted Swing Line Borrowing shall be made only by the Swing Line Lender has not entered into arrangements reasonably satisfactory furnishing the relevant Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall be made by all Swing Line Lenders ratably in accordance with their respective Percentage Parts. Swing Line Borrowings shall be made in a minimum aggregate principal amount of $1,000,000 or an integral multiple of $250,000 if in excess thereof (or an aggregate principal amount equal to the remaining balance of the available Swing Line Commitment). Each Swing Line Lender shall make the portion of each Swing Line Borrowing to be made by it available to Borrower by means of a credit to the general deposit account of Borrower with Administrative Agent or by a wire transfer, at the Company expense of Borrower, to an account designated in writing by Borrower, in each case by 2:30 p.m, Dallas, Texas time, on the date such Swing Line Borrowing is requested to be made pursuant to SECTION 2.2(b) below, in immediately available funds. Borrower may borrow, prepay, and reborrow Swing Line Borrowings on or after the Closing Date and prior to the Termination Date (or such Defaulting Lender to eliminate earlier date on which the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), Commitment shall terminate in which case accordance herewith) on the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, terms and subject to the other conditions and limitations set forth herein.
(b) Borrowings under the Swing Line Subfacility shall be subject to those terms and conditions hereofapplicable to Borrowings as set forth in SECTIONS 5.2(c), the Company may borrow under this Section 2.04(d), prepay under Section 2.06(e), and reborrow under this Section 2.04(f). Each Borrower shall give Administrative Agent telephonic, written, or telecopy notice substantially in the form of EXHIBIT B-7 (provided that, in the case of telephonic notice, such notice shall be promptly confirmed by telecopy) no later than 1:30 p.m., Dallas, Texas time (or, in the case of a proposed Quoted Swing Line Loan shall bear interest only at a rate based Borrowing, 11:00 a.m., Dallas, Texas time), on the Base Rate. Immediately upon the making day of a proposed Swing Line Loan, each Lender Borrowing. Such notice shall be deemed todelivered on a Business Day, and hereby irrevocably and unconditionally agrees toshall be irrevocable (subject, purchase from in the case of Quoted Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.Borrowings, 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT
Appears in 1 contract
Sources: 364 Day Revolving Credit and Term Loan Agreement (Worldcom Inc /Ga/)
Swing Line Subfacility. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Swing Line Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
Appears in 1 contract
Swing Line Subfacility. Subject (a) For the convenience of the parties, the Administrative Agent, solely for its own account, may make any requested Borrowing of not less than $500,000 (or a greater integral multiple of $100,000) directly to Borrower as a Swing Line Borrowing without requiring each other Lender to fund its Pro Rata Part thereof unless and until Section 2.4(c) is applicable. Swing Line Borrowings are subject to the terms and conditions set forth herein, following conditions:
(i) Each Swing Line Borrowing must occur on a Business Day before the Swing Line LenderMaturity Date;
(ii) When determined, (x) the aggregate Swing Line Exposure outstanding may not exceed $10,000,000 and (y) the Facility Commitment Usage may not exceed the Facility Committed Sum;
(iii) On any date when Borrowings equal to or in reliance upon excess of $10,000,000 are funded under the agreements Facility, all or a portion of the other Lenders set forth proceeds of those Borrowings shall be used to repay in this Section 2.04full all indebtedness then outstanding under the Swing Line Subfacility;
(iv) Each Swing Line Borrowing is deemed an ABR Borrowing; and
(v) Each Borrowing under the Swing Line Subfacility is available and may be prepaid on same-day telephonic notice from Borrower to Administrative Agent, shall, unless if notice is received by Administrative Agent before 11:00 a.m.
(b) Each Swing Line Borrowing shall be repaid on the earlier of (i) any Lender at the date that is five Business Days after the making of such time is a Defaulting Lender hereunder Swing Line Borrowing and (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Maturity Date.
(c) If (i) any Swing Line Lender’s Fronting Exposure with respect Borrowing remains outstanding at 12:00 noon on the Business Day immediately prior to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in the Business Day on which case the Swing Line Lender may Borrowings are due and payable pursuant to Section 2.4(b) and by such time Administrative Agent shall not have received a Borrowing Request from Borrower pursuant to Section 2.2 requesting an ABR Borrowing on the following Business Day in its sole discretion, make loans (each such loan, a “Swing Line Loan”) an amount at least equal to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the principal amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to Borrowings or (ii) any Swing Line Loan, (i) Borrowing remains outstanding during the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making existence of a Swing Line LoanPotential Default or a Default, each Lender Administrative Agent shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase to have received a Borrowing Request from the Swing Line Lender a risk participation in Borrower pursuant to Section 2.2 requesting an ABR Borrowing on such Swing Line Loan following Business Day in an amount equal to the product of such Lender’s Applicable Percentage times the aggregate amount of such Swing Line LoanBorrowings; provided that such ABR Borrowing shall be made notwithstanding Borrower’s failure to comply with Section 6.2. Notwithstanding the foregoing, if an ABR Borrowing becomes legally impractical, Administrative Agent shall promptly notify each Lender of Borrower’s failure to pay such Swing Line Borrowings and the unpaid amount of such Swing Line Borrowings. No later than the close of business on the date Administrative Agent gives notice (if notice is given before 12:00 noon on any Business Day, or, if made at any other time, on the next Business Day following the date of notice), each Lender shall irrevocably and unconditionally purchase and receive from Administrative Agent a ratable participation in such Swing Line Borrowings and shall make available to Administrative Agent in immediately available funds its Pro Rata Part of such unpaid amount, together with interest from the date when its payment was due to, but not including, the date of payment, at the Federal Funds Effective Rate. If a Lender does not promptly pay its amount upon Administrative Agent’s demand, and until such Lender 37 makes the required payment, Administrative Agent is deemed to continue to have outstanding a Swing Line Borrowing in the amount of such ▇▇▇▇▇▇’s unpaid obligation. Borrower shall make each payment of all or any part of any Swing Line Borrowing to Administrative Agent for the ratable benefit of Administrative Agent and those Lenders who have funded their participations in Swing Line Borrowings under this Section 2.4(c) (but all interest accruing on Swing Line Borrowings before the funding date of any participation is payable solely to Administrative Agent for its own account).
Appears in 1 contract
Sources: Amendment No. 5 to Amended and Restated Credit Agreement and Loan Papers (Monro, Inc.)
Swing Line Subfacility. Subject From time to time on any Business Day occurring on or after the Effective Date but prior to the Loan Commitment Termination Date and subject to the terms and conditions set forth herein, the Swing Line Lender, herein and in reliance upon the agreements of the other Lenders set forth in this Section 2.042.1.3, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Swing Line Lender has may, but is not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretionobligated to, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line SublimitAmount, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans Credit Exposure of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Loan Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings no Borrower shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within The Swing Line Lender shall not permitted to make any Swing Line Loan if, after giving effect thereto, (a) the foregoing limits, aggregate amount of all Swing Line Loans outstanding would exceed the Swing Line Amount or (b) the aggregate Credit Exposures of all Lenders would exceed the lesser of (i) the Loan Commitment Amount and (ii) the Borrowing Base then in effect. On the terms and subject to the other terms and conditions hereof, the Company Borrowers may borrow under this Section 2.04from time to time, subject to the sole discretion of the Swing Line Lender, borrow, repay, prepay under Section 2.06, and reborrow under this Section 2.04Swing Line Loans. Each Swing Line Loan shall bear interest only at be a rate based on the Base RateRate Loan. Immediately upon the making of a Swing Line Loan, each Lender (other than the Swing Line Lender) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. Notwithstanding any terms to the contrary contained herein, the Swing Line facility provided herein (i) is an uncommitted facility and the Swing Line Lender may, but shall not be obligated to, make Swing Line Loans, and (ii) may be terminated at any time by the Swing Line Lender upon written notice to the Borrowers.
Appears in 1 contract
Sources: First Lien Credit Agreement (Milagro Oil & Gas, Inc.)