Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) The Borrower may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that: (i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000; (ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000; (iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; (iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and (v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 3 contracts
Sources: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Corp), Credit Agreement (Cleco Power LLC)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon.
(c) The Company may from time to time reduce, reduce the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not 10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $5,000,000 400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments if, after giving effect to any reduction concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments to an amount below and the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisBorrowing Base.
(cd) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(de) The Borrower may at any time and Company may, from time to time prior to the Maturity Datetime, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole cost, expense and effort, request any discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), other Lenders or any other Person entities reasonably satisfactory acceptable to the Administrative Agent and the Issuing Bank to provide a new CommitmentAgent, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement Swingline Lender and the Administrative Agent Company. No increase in the total Commitments shall deliver a copy thereof to become effective until the Borrower and each existing or new Lenders extending such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent incremental Commitment amount and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person Borrowers shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered a document in form reasonably satisfactory to the Administrative Agent with sufficient copies for each pursuant to which any such existing Lender a certificate states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Financial Officer demonstrating pro forma compliance with Lender hereunder and the terms Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of this a direct or participation interest in each then outstanding Loan and Letter of Credit Agreement through such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Maturity Date Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent shall have received from the Borrowers of such supplemental opinions, resolutions, certificates and other items documents as it shall the Administrative Agent may reasonably request in connection with such increaserequest.
Appears in 3 contracts
Sources: Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Houston, Texas time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, Commitments of any Class; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Borrower shall not less than $5,000,000 and (iii) terminate or reduce the Revolving Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below Revolving Loans in accordance with Section 2.10, the LC Commitment shall be automatically reduce sum of the LC Commitment on a dollar for dollar basisRevolving Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.
(d) The Borrower may at At any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more expiration of the Lenders Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding the Maximum Accordion Amount minus any reductions in the Revolving Commitments pursuant to Section2.07(b) hereof, provided that (i) no Lender shall be required to increase its Revolving Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lendercontrary set forth in Section 9.02 hereof), or any other Person reasonably satisfactory (ii) the addition of new Lenders shall be subject to the Administrative Agent terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the Issuing Bank to provide a new Commitmentlike), by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by (iii) the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute and deliver such Increase Supplement additional or replacement Notes and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, documentation (including evidence of proper authorization) as the case may be. Upon execution and delivery of such Increase Supplement be reasonably requested by the Administrative Agent and the Issuing BankAgent, any new Lender or any Lender which is increasing its Revolving Commitment, (xiv) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New no Lender shall become have any right to decrease its Revolving Commitment as a party hereto and have the rights and obligations result of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increasethe Revolving Commitments, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such certificates increase in the aggregate committed amount of the Revolving Commitments, and other items as it (vi) such option to increase the Revolving Commitments may only be exercised once. The Borrower shall reasonably request be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increaseincrease in Revolving Commitments.
Appears in 3 contracts
Sources: Credit Agreement (DXP Enterprises Inc), Credit Agreement (DXP Enterprises Inc), Credit Agreement (DXP Enterprises Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments, Commitments of any Tranche; provided that (i) each such reduction of the Borrower Commitments of any Tranche shall be in an amount that is not less than the Borrowing Minimum and an integral multiple of the Borrowing Multiple, in each case for Borrowings denominated in US Dollars, (ii) the Company shall not terminate or reduce the Commitments if, of any Tranche if after giving effect to such termination or reduction and to any concurrent payment or prepayment of Loans or repayment of the Loans LC Disbursements in accordance with Section 2.72.10, the sum aggregate amount of the Revolving Credit Exposures under either the US Tranche or the Global Tranche would exceed the total Commitments, (ii) each aggregate amount of Commitments of such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 Tranche and (iii) any reduction if an Event of Default shall have occurred and be continuing and one or more Letters of Credit or unreimbursed LC Disbursements shall be outstanding, the Company shall not terminate or reduce the Commitments of either Tranche unless it shall simultaneously and ratably reduce the Commitments of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisother Tranche.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under any Tranche under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Canadian Agent, the London Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower under any Tranche may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked or extended by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or the effectiveness of such other credit facilities is delayed. Each reduction, and any termination, of the Commitments shall be permanent and each Any termination or reduction of the Commitments under any Tranche shall be permanent. Each reduction of the Commitments under any Tranche shall be made ratably among the applicable Lenders in accordance with their respective CommitmentsCommitments under such Tranche.
(d) (i) The Borrower Company may at any time and from time to time prior time, by written notice to the Maturity DateAdministrative Agent (which shall deliver a copy thereof to the Canadian Agent, at its sole cost, expense the London Agent and effort, request any the applicable Lenders) executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause Global Tranche Commitments or US Tranche Commitments to be extended by the Increasing Lenders (or cause the Global Tranche Commitments or US Tranche Commitments of the Increasing Lenders to increase its Commitment be increased, as the case may be) in an amount for each Increasing Lender (which shall not be less than US$5,000,000) set forth in such notice; provided, that (A) the decision new Commitments and increases in existing Commitments pursuant to increase this paragraph shall not be greater than US$100,000,000 in the Commitment aggregate during the term of this Agreement and shall not be less than US$10,000,000 (or any portion of such US$100,000,000 aggregate amount remaining unused) for any such increase, (B) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be within unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the sole and absolute discretion of such Lender), or any other Person reasonably Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Issuing Bank Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may bethis paragraph. Upon execution and delivery the effectiveness of such Increase Supplement by the Administrative Agent and the Issuing Bankany Accession Agreement to which any Increasing Lender is a party, (x) in the case of each such Increasing Lender (an “Increasing Lender”), its Commitment shall thereafter be deemed to be a party to this Agreement and shall be increased entitled to the amount set forth in such Increase Supplementall rights, (y) in the case of each such other Person (benefits and privileges accorded a “New Lender”), such New Lender shall become a party hereto hereunder and have the rights and subject to all obligations of a Lender under the Loan Documents hereunder and its Commitment shall be as set forth in such Increase Supplement; provided that:
(iy) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender Schedule 2.01 shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar been amended to Exhibit A, pursuant to which each such other Lender shall have assigned to each reflect the Commitment or Commitments of such Increasing Lender and each as provided in such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseAccession Agreement.
Appears in 2 contracts
Sources: Five Year Revolving Credit Facility Agreement (Albany International Corp /De/), Five Year Revolving Credit Facility Agreement (Albany International Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Infinity may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided, provided however, that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such partial reduction of the Commitments shall be in an a minimum principal amount that is an of $10,000,000 and in integral multiple multiples of $1,000,000 and not less than $5,000,000 in excess thereof and (iiiii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of no such termination or reductionreduction shall be made if, specifying such election after giving effect thereto and to any prepayments of the Loans made on the effective date thereof. Promptly following receipt , (x) the Outstanding Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable2.10(a).
(b) Except as otherwise provided in Section 2.18, provided that a notice of termination of each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Infinity agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.
(dc) The Borrower may Infinity shall have the right at any time and from time to time prior to increase the Total Commitments to an aggregate amount, when added to the Maturity Dateaggregate amount of Total Commitments (as defined under the Five-Year Credit Agreement) under the Five-Year Credit Agreement, at its sole cost, expense and effort, request any not to exceed $3,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Lenders to increase its Commitment Administrative Agent (the decision to increase which consent shall not be unreasonably withheld); provided further, the Commitment of a Lender any bank or other financial institution pursuant to clause (i) above, shall be within in an aggregate principal amount at least equal to $10,000,000; provided further, the sole and absolute discretion amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000.
(d) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.10 above shall execute a New Lender Supplement (each, a "New Lender Supplement") with Infinity and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender.
(e) Any increase in the Total Commitment pursuant to clause (c) of this Section 2.10 shall be effective only upon the execution and delivery to Infinity and the Administrative Agent of a commitment increase letter in substantially the form of Exhibit G hereto (a "Commitment Increase Letter"), or any other Person reasonably satisfactory which Commitment Increase Letter shall be delivered to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting not less than five Business Days prior to the Administrative Agent Commitment Increase Date and shall specify (i) the Issuing Bank an Increase Supplement duly executed by amount of the Borrower and each such Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery amount of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) any increase in the case Commitment of each any Lender and (ii) the date such Lender increase is to become effective (an “Increasing Lender”the "Commitment Increase Date"), its Commitment shall be increased to the amount set forth in such Increase Supplement, .
(yf) Any increase in the case of each such other Person (a “New Lender”), such New Lender Total Commitment pursuant to this Section 2.10 shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall not be as set forth in such Increase Supplement; provided thateffective unless:
(i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing on the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000Commitment Increase Date;
(ii) each such increase of the aggregate Commitments representations and warranties made by Infinity and the Subsidiary Borrowers in Article III, or in any certificate delivered pursuant hereto, shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an amount not less than $10,000,000 or earlier date in which case such amount plus an integral multiple representations and warranties shall be true and correct in all material respects as of $1,000,000such earlier date;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as it shall reasonably request to the taking of any corporate action necessary in connection with such increaseincrease and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.10(e).
(g) No Lender shall at any time be required to agree to a request of Infinity to increase its Commitment or obligations hereunder.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Viacom Inc), 364 Day Credit Agreement (Infinity Broadcasting Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date. Unless previously terminated, the Term Commitments shall terminate upon the making of the Term Loan on the date of the initial Borrowing.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000 25,000,000 and (iiiii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below Revolving Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce sum of the LC Commitment on a dollar for dollar basisRevolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments or Term Commitments, as applicable.
(d) The Borrower Borrower, at its option, may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases seek incremental Revolving Commitments and/or Term Commitments not exceeding in the aggregate Commitments made pursuant to this Section 2.5(d$500,000,000 for all such Commitment increases after the Funding Date hereof upon at least three (3) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay Business Days’ prior written notice to the Administrative Agent, for which notice shall (i) specify the account amount of each any such proposed increase (which shall not be less than $25,000,000 (or such lesser amount to which the Administrative Agent may agree), (ii) specify whether the proposed increase is with respect to Revolving Commitments, Term Commitments or both and (iii) certify that no Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered financial institutions or entities reasonably acceptable to the Administrative Agent Agent. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date document, in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender agrees to the amount of its Revolving Commitment or Term Commitment increase, (ii) any such new Lender agrees to its Revolving Commitment or Term Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, (iii) the Borrower accepts such incremental Commitments, (iv) the effective date of any increase in the Revolving Commitments or Term Commitments and the date of any incremental Term Loans to be made pursuant thereto is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.03 are satisfied. Upon the effectiveness of any increase in the total Revolving Commitments pursuant hereto, (i) each Revolving Lender (new or existing) with a Revolving Commitment shall be deemed to have accepted an assignment from the existing Lenders with a Revolving Commitment, and the existing Revolving Lenders with a Revolving Commitment shall be deemed to have made an assignment at par to each new or existing Lender accepting a new or increased Revolving Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the LC Exposure and Swingline Exposure of the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. The Borrower shall make any payments under Section 2.16 arising out of the making of the assignments referred to in the two preceding sentences. Any incremental Term Loan made pursuant hereto shall be made as part of a Term Borrowing comprised of all outstanding Term Loans and shall be made on a Business Day upon which a new Interest Period will commence with respect to all outstanding Term Loans and shall be subject to the such amortization and interest pursuant to Sections 2.10 and 2.13, respectively, as applicable to the Term Loans made on the Funding Date. The effectiveness of any such incremental Commitments shall be subject to receipt by the Administrative Agent from the Borrower of such resolutions and certificates (consistent with those delivered pursuant to Section 4.02(c) and (d)) and other items documents as it the Administrative Agent may reasonably request. From and after the making of an incremental Term Loan or Revolving Loan pursuant to this Section, such loan shall reasonably request in connection with such increasebe deemed a “Term Loan” or “Revolving Loan”, as applicable, hereunder for all purposes hereof, subject to all the terms and conditions hereof. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments) shall be required for any incremental Commitment provided or Loan made pursuant to this Section 2.09(d).
Appears in 2 contracts
Sources: Credit Agreement (Fortune Brands Home & Security, Inc.), Credit Agreement (Fortune Brands Home & Security LLC)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Revolving Credit Commitments shall terminate on the Maturity DateDate for Revolving Loans and (ii) the Term Commitments shall terminate on the Effective Date immediately after the funding of the Term Loans.
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Credit Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below Revolving Loans in accordance with Section 2.10, the LC Commitment shall be automatically reduce sum of the LC Commitment on a dollar for dollar basisTotal Revolving Credit Exposure would exceed the Total Revolving Credit Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Revolving Credit Commitments shall be permanent and each permanent. Each reduction of the Revolving Credit Commitments shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments.
(d) The Borrower may at any time and shall have the right, without the consent of the Revolving Credit Lenders but with the prior consent of the Administrative Agent (not to be unreasonably withheld), to cause from time to time prior to an increase in the Maturity Date, at its sole cost, expense and effort, request any aggregate Revolving Credit Commitments of the Revolving Credit Lenders by adding one or more of the additional Revolving Credit Lenders each with its own additional Revolving Credit Commitment or by allowing one or more Revolving Credit Lenders to increase its their respective Revolving Credit Commitments; provided that (i) no Event of Default shall have occurred and be continuing, (ii) no such increase shall result in the Total Revolving Credit Commitment exceeding $75,000,000, (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and iii) each such Lender or other Person, as the case may be. If such Increase Supplement is increase shall be in all respects reasonably satisfactory to the Administrative Agent a minimum amount of $5,000,000 and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery integral multiples of such Increase Supplement by the Administrative Agent and the Issuing Bank$1,000,000, (xiv) in the case of each such Lender (an “Increasing no Revolving Credit Lender”), its ’s Commitment shall be increased to without such Revolving Credit Lender’s consent, and (v) if, on the amount set forth in such Increase Supplement, (y) in the case effective date of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lenderany Revolving Loans have been funded, each New Lender and each other Lender the Borrower shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) responsible for paying any breakage fees or costs in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment reallocation of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseoutstanding Revolving Loans.
Appears in 2 contracts
Sources: Credit Agreement (Heartland Payment Systems Inc), Credit Agreement (Heartland Payment Systems Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent in accordance with this Agreement, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduce, prior to the Maturity Date reduce the Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans each reduction in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and the total Commitments may not be reduced to less than $5,000,000 and (iii) 200,000,000. The Borrower shall not reduce the Commitments if, after giving effect to any reduction concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisas reduced.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section at least three five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any reduction of the Commitments shall be permanent and each permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The So long as the Borrower is not then in Default and so long as the Borrower has not reduced the Commitment pursuant to Section 2.08(b), the Borrower may at any time and from time to time on two (2) occasions prior to three (3) years after the Maturity Date, at its sole cost, expense and effortdate of this Agreement, request any one or more of that the Lenders to increase its Commitment aggregate Commitments be increased, so long as the aggregate Commitments do not exceed Eight Hundred Fifty Million Dollars ($850,000,000.00) (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender“Maximum Commitment”), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by . If the Borrower and each such Lender or other Person, as requests that the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bankaggregate Commitments be increased, the Administrative Agent shall execute such Increase Supplement use commercially reasonable efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Administrative Agent may, after first offering the Lenders the opportunity to participate in the increased Commitments, obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders. The Borrower shall deliver a copy thereof execute an amendment to the Borrower this Agreement, additional Notes and each such Lender or other Person, documents as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and may reasonably require to evidence the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall Commitments, and the admission of additional Persons as Lenders, if necessary. At the same time that the Borrower requests an increase in the Commitments, it may also request that the increase be in an amount the form of a term loan with all principal due on a date no earlier than five (5) years after the date of this Agreement. Such term loans may not less than $10,000,000 be reborrowed after any prepayment or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)payment, and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to not be part of the Administrative Agent, Commitment for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 2 contracts
Sources: Credit Agreement (Weingarten Realty Investors /Tx/), Credit Agreement (Weingarten Realty Investors /Tx/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $2,500,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Datemay, at its sole costoption, expense and efforton up to four occasions following the Effective Date, request any one or more of the Lenders to increase its Commitment (the decision seek to increase the aggregate Commitments by up to an aggregate amount of $75,000,000 (resulting in a maximum aggregate Commitment of a Lender $200,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall be within in the sole and absolute discretion form of such Lender), Exhibit C or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement form approved by the Administrative Agent and signed by the Issuing BankBorrower and shall be delivered at a time when no Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (xwhich may be declined by any Lender in its sole discretion) in the case of each such Lender (an “Increasing Lender”), its aggregate Commitment shall be increased on either a ratable basis to the amount set forth in such Increase Supplement, (y) in the case of each such Lenders or on a non pro-rata basis to one or more Lenders and/or to other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 Lenders or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay entities reasonably acceptable to the Administrative Agent, for . No increase in the account of each aggregate Commitment shall become effective until the existing or new Lenders extending such other Lender, such incremental Commitment amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Any increase of the total Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other items documents as it shall the Administrative Agent may reasonably request in connection with such increaserequest.
Appears in 2 contracts
Sources: Credit Agreement (Vera Bradley, Inc.), Credit Agreement (Vera Bradley, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 25,000,000 and (iiiii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an Loans in accordance with Section 2.10 and reimbursement of LC Disbursements in accordance with Section 2.05(c), the sum of the Revolving Credit Exposures plus the aggregate principal amount below of outstanding Competitive Loans would exceed the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basistotal Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior may, by written notice to the Maturity DateAdministrative Agent, at its sole cost, expense executed by the Borrower and effort, request any one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause Commitments of the Increasing Lenders to increase become effective (or, in the case of an Increasing Lender that is an existing Lender, cause its Commitment to be increased, as the case may be) in an amount for each Increasing Lender set forth in such notice; provided that (i) the decision aggregate amount of all new Commitments and increases in existing Commitments pursuant to increase this paragraph during the Commitment term of this Agreement shall not exceed $250,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be within unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the sole and absolute discretion of such Lender), or any other Person reasonably Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent Borrower. New Commitments and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each become effective on the date specified in the applicable notices delivered pursuant to this Section. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Revolving Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the aggregate respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Revolving Loans made pursuant to Section 2.01. Following any increase in the Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be pursuant to this paragraph, the Borrower will use its reasonable best effort to ensure that, to the extent there are outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing LenderRevolving Loans, each New Lender and each other Lender shall Lender’s outstanding Revolving Loans will be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to Lender’s pro rata portion of the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseCommitments.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Limited Brands Inc), Revolving Credit Agreement (Limited Brands Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “"Increasing Lender”"), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”)Person, such New Lender other Person shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing increasing Lender, each New Lender such other Person and each other Lender shall be deemed to have entered into a master assignment and assumptionacceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing increasing Lender and each such New Lender other Person a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (df), and (2) in connection with such assignment, each such Increasing increasing Lender and each such New Lender other Person shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 2 contracts
Sources: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Power LLC)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, Commitments of any Tranche; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments of any Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000 the Borrowing Minimum, in each case for Borrowings denominated in US Dollars and (iiiii) any reduction of the Company shall not terminate or reduce the Commitments of any Tranche if, after giving effect to an such termination or reduction and to any concurrent payment or prepayment of Loans, B/As or LC Disbursements, the aggregate amount below of Revolving Credit Exposures under such Tranche would exceed the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisaggregate amount of Commitments of such Tranche.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under any Tranche under paragraph (b) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the other Agents and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower under any Tranche may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked or extended by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or the effectiveness of such other credit facilities is delayed. Each reduction, and any termination, of the Commitments shall be permanent and each Any termination or reduction of the Commitments under any Tranche shall be permanent. Each reduction of the Commitments under any Tranche shall be made ratably among the applicable Lenders in accordance with their respective CommitmentsCommitments under such Tranche.
(d) The Borrower Company may at any time and from time to time prior time, by written notice to the Maturity Date, at its sole cost, expense Administrative Agent (which shall promptly deliver a copy to each of the other Agents and effort, request any the applicable Lenders) executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause Global Tranche Commitments, US/UK Tranche Commitments, US/Canadian Tranche Commitments or US Tranche Commitments to be increased or extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to increase its Commitment be increased, as the case may be) in an amount for each Increasing Lender (which shall not be less than $5,000,000) set forth in such notice; provided, that (i) the decision new Commitments and increases in existing Commitments pursuant to increase this paragraph shall not be greater than US$250,000,000 in the Commitment aggregate during the term of this Agreement and shall not be less than US$25,000,000 (or any portion of such US$250,000,000 aggregate amount remaining unused) for any such increase, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be within unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the sole and absolute discretion of such Lender), or any other Person reasonably Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing LenderAccession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, its Commitment (i) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be increased entitled to the amount set forth in such Increase Supplementall rights, (y) in the case of each such other Person (benefits and privileges accorded a “New Lender”), such New Lender shall become a party hereto hereunder and have the rights and subject to all obligations of a Lender under the Loan Documents hereunder and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender Schedule 2.01 shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar been amended to Exhibit A, pursuant to which each such other Lender shall have assigned to each reflect the Commitment or Commitments of such Increasing Lender and each as provided in such New Lender a portion of its CommitmentAccession Agreement. Notwithstanding the foregoing, Loans and LC Exposure necessary to reflect proportionately no increase in the Commitments as adjusted (or in accordance with the Commitment of any Lender) pursuant to this subsection paragraph shall become effective unless (d), and (2i) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent shall have received documents consistent with those delivered under Section 4.01(b) and (c), giving effect to such increase and (ii) on the Borrower effective date of such increase, the conditions set forth in Section 4.02(a) and (b) shall be satisfied (with all forms, if any, that are required references in such paragraphs to a Borrowing being deemed to be delivered by references to such other Person pursuant to Section 3.7; and
(vincrease) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received a certificate to that effect dated such certificates date and executed by a Financial Officer of the Company.
(e) On the effective date (the “Increase Effective Date”) of any increase in the Commitments of any Tranche pursuant to paragraph (d) above (a “Commitment Increase”), (i) the aggregate principal amount of the Revolving Borrowings of such Tranche outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender that shall have had a Commitment under such Tranche prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable currencies), an amount equal to the difference between (A) the product of (1) such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing (as hereinafter defined) and (B) the product of (1) such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing, (iii) each Increasing Lender that shall not have had a Commitment under such Tranche prior to the Commitment Increase shall pay to Administrative Agent in same day funds (in the applicable currencies) an amount equal to the product of (1) such Increasing Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender (in the applicable currencies) the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing, and (B) the product of (1) such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (v) after the effectiveness of the Commitment Increase, the applicable Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in amounts (in the currencies of the Initial Borrowings) equal to the amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Lender shall be deemed to hold its applicable Tranche Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments made pursuant to clause (i) above shall be subject to compensation by the applicable Borrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other items than on the last day of the Interest Period relating thereto. On the Increase Effective Date of any increase in the Global Tranche Commitments or the US/Canadian Tranche Commitments pursuant to paragraph (d) above, the applicable Borrowers and Lenders shall take such actions (including making and receiving payments), if any, as it the Administrative Agent shall reasonably request specify in connection with order that the extensions of credit represented by any outstanding Global Tranche B/As or US/Canadian Tranche B/As may be held by the Global Tranche Lenders or the US/Canadian Tranche Lenders ratably in proportion to their Global Tranche Commitments or US/Canadian Tranche Commitments; provided, that if the Administrative Agent does not specify any such increaseactions, such outstanding B/As will continue outstanding for the duration of the applicable Contract Periods and the applicable Borrowers’ reimbursement obligations under Section 2.06(i) will continue to be owed to the Lenders that accepted and purchased such B/As.
Appears in 2 contracts
Sources: Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (1)the Revolving Commitments under the Existing Revolving Facility shall terminate on the Existing Facility Maturity Date, and the Term B Loan Commitments shall terminate after the making of the Term B Loans on the Fourth Restatement Closing Date, (ii) any Incremental Term Commitments of a Class shall terminate on the making of the Incremental Term Loans of such Class, (iii) any Refinancing Term Commitments of a Class shall terminate on the making of the Refinancing Term Loans of such Class, (iv) each Class of Refinancing Revolving Commitments shall terminate on the Maturity Datedate specified in the Refinancing Amendment for such Class, (v) each Class of Extended Revolving Commitments shall terminate on the date specified in the Extension Amendment for such Class, and (vi) any Commitments for Extended Term Loans of a Class shall terminate on the making of the Extended Term Loans of such Class.
(b) The Borrower may at any time terminate, or from time to time reduce, the CommitmentsRevolving Commitments under a Facility, provided that (i) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans under such Facility in accordance with Section 2.7, the sum of the Revolving Credit Exposures for such Facility would exceed the total CommitmentsRevolving Commitments for such Facility, and (ii) each such reduction of the Revolving Commitments shall be in an a minimum amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction in integral multiples of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis$1,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Revolving Commitments shall be permanent permanent, and each such reduction of the Commitments shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective applicable Revolving Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Datetime, at its sole cost, expense and effort, request any one or more of the Lenders (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund of a Lender (other than a Defaulting Lender) to increase its Revolving Commitment or to provide a new Revolving Commitment, as the case may be (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), Affiliate or 1821445.29\C072091\0303228 Approved Fund) under a Facility, or any other Person reasonably satisfactory to the Administrative Agent and Agent, the Issuing Bank and the Swingline Lender to provide a new Revolving Commitment, by submitting to the Administrative Agent and the Issuing Bank an a Revolving Increase Supplement duly executed by the Borrower and each such Lender Lender, Affiliate, Approved Fund or other Person, as the case may be, to the Administrative Agent. If such Revolving Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankAgent, the Administrative Agent shall execute such Revolving Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender Lender, Affiliate, Approved Fund or other Person, as the case may be. Upon execution and delivery of such Revolving Increase Supplement by the Administrative Agent and the Issuing BankAgent, (xi) in the case of each such Lender (an “Increasing Lender”), its such Lender’s Revolving Commitment under such Facility shall be increased to the amount set forth in such Revolving Increase Supplement, (yii) in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person (a “New Lender”), such New Lender shall thereupon become a party hereto and have the rights and obligations shall for all purposes of a Lender under the Loan Documents be deemed a “Lender” having a Revolving Commitment under such Facility as set forth in such Revolving Increase Supplement, and its (iii) in each case, the Revolving Commitment under such Facility of such Lender, Affiliate, Approved Fund or such other Person, as the case may be, shall be as set forth in such the applicable Revolving Increase Supplement; provided provided, however, that:
(iA) [Reserved];
(B) immediately after giving effect thereto, the sum of all the increases in to the aggregate Revolving Commitments made pursuant to this Section 2.5(d) after the Fourth Restatement Closing Date (the “Aggregate Increased Revolving Amount”) plus the amount of the Incremental Term Loans made to the Borrower shall not exceed $25,000,000the Incremental Amount;
(iiC) [Reserved];
(D) each such increase of the aggregate when aggregated with any contemporaneous Incremental Term Loans or Incremental Term Commitments made pursuant to Section 2.13 shall be in an amount not less than $10,000,000 or such amount plus 25,000,000 and in an integral multiple of $1,000,000;
(iiiE) if Revolving Loans would be outstanding under the applicable Facility immediately after giving effect to any each such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender such Affiliate, Approved Fund or other Person and each other Lender under such Facility shall be deemed to have entered into a master assignment and assumptionacceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender Affiliate, Approved Fund or other Person a portion of its Commitment, Revolving Loans and LC Exposure necessary to reflect proportionately the Revolving Commitments as adjusted in accordance with this subsection (dSection 2.5(d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of each such the other LenderLenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;; and 1821445.29\C072091\0303228
(ivF) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such Affiliate, Approved Fund or other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (General Communication Inc), Credit and Guarantee Agreement (Gci Inc)
Termination, Reduction and Increase of Commitments. (a) Unless The Term Commitments shall terminate on the Effective Date and, unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date.
(b) The Borrower Parent may at any time terminate, or from time to time reduce, the Revolving Commitments, ; provided that (i) each reduction of the Borrower Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $5,000,000 and (ii) Parent shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.72.10, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower Parent shall notify the Domestic Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Domestic Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Parent pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Parent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Parent (by notice to the Domestic Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Revolving Commitments shall be permanent and each permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.
(d) The Borrower Parent may at any time and from time to time prior time, by written notice to the Maturity Date, at its sole cost, expense and effortDomestic Administrative Agent, request any that the Domestic Administrative Agent increase the total Revolving Commitments (a “Revolver Increase”) by (i) adding one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory new lenders to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and revolving credit facility under this Agreement (each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”)) who wish to participate in such Revolver Increase and/or (ii) increasing the Revolving Commitments of one or more Revolving Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, however, that (w) no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result thereof, (x) any New Lender that becomes party to this Agreement pursuant to this Section 2.08(d) shall become a party hereto satisfy the requirements of Section 9.04(b) hereof and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as acceptable to the Domestic Administrative Agent and consented to by the Parent and (y) the other conditions set forth in Section 2.08(e) below are satisfied. The Domestic Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Domestic Administrative Agent shall promptly inform the Lenders of any such request made by the Parent. The aggregate amount of Revolver Increases shall not exceed $25,000,000 and no single such Revolver Increase shall be for an amount less than $5,000,000.
(e) On each Increase Date, (i) each New Lender that has chosen to participate in such Revolver Increase shall, subject to the conditions set forth in Section 2.08(d) hereof, become a Lender party to this Agreement as of such Increase SupplementDate and shall have a Revolving Commitment in an amount equal to its share of the Revolver Increase and (ii) each Revolving Lender that has chosen to increase its Revolving Commitment pursuant to Section 2.08(d) will have its Revolving Commitment increased by the amount of its share of the Revolver Increase as of such Increase Date; provided thatprovided, however, that the Domestic Administrative Agent shall have (y) received from the Parent all out-of-pocket costs and expenses incurred by the Domestic Administrative Agent in connection with such Revolver Increase and (z) received on or before such Increase Date the following, each dated such date:
(i) immediately after giving effect theretocertified copies of resolutions of the governing body of each Loan Party approving the Revolver Increase and the corresponding modifications, if any, to the sum Loan Documents required under subclause (vi) below, together with a certificate of the Parent certifying that there have been no changes to the constitutive documents of the Parent since the Effective Date, or if there have been changes, copies certified by the Parent of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000such changes;
(ii) an Assignment and Assumption from each New Lender participating in the Revolver Increase, if any, duly executed by such increase of New Lender, the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000Domestic Administrative Agent and the Parent;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such confirmation from each Revolving Lender participating in the Revolver Increase of the increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumptionin the amount of its Revolving Commitment, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay satisfactory to the Domestic Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person a certificate of the Parent certifying that no Default or Event of Default shall have delivered occurred and be continuing or shall occur as a result of such Revolver Increase;
(v) a certificate of the Parent certifying that the representations and warranties made by the Parent herein and in the other Loan Documents are true and complete in all material respects with the same force and effect as if made on and as of such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and complete in all material respects as of such earlier date); and
(vi) supplements or modifications to the Loan Documents and such additional Loan Documents, including any new promissory notes to New Lenders and replacement promissory notes to Revolving Lenders that agree to participate in such Revolver Increase and request such promissory notes, that the Domestic Administrative Agent reasonably deems necessary in order to document such Revolver Increase and otherwise assure and give effect to the rights of the Domestic Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; andRevolving Lenders in the Loan Documents.
(vf) On each Increase Date, upon fulfillment of the Borrower shall have delivered to conditions set forth in Section 2.08(d), the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Domestic Administrative Agent shall have received (i) effect a settlement of all outstanding Loans among the Revolving Lenders that will reflect the adjustments to the Revolving Commitments of the Lenders as a result of the Revolver Increase, including reflecting that each Lender holds its Applicable Percentage of the Revolving Loans outstanding that are denominated in each Currency and (ii) notify the Revolving Lenders, any New Lenders participating in the Revolver Increase and the Borrowers, on or before the Specified Time, by telecopier or telex, of the occurrence of the Revolver Increase to be effected on such certificates and other items as it shall reasonably request in connection with such increaseIncrease Date.
Appears in 2 contracts
Sources: Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate (i) on March 31, 2005, if the initial borrowing hereunder shall not have occurred on or prior to such date and (ii) on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, Commitments of any Class; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000 the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Company will not terminate or reduce the Global Tranche Commitments if, after giving effect to any concurrent prepayment of the Global Tranche Loans in accordance with Section 2.11, the aggregate Global Tranche Credit Exposures would exceed the aggregate Global Tranche Commitments and (iii) the Company shall not terminate or reduce the US/UK Tranche Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below US/UK Tranche Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce aggregate US/UK Tranche Credit Exposures would exceed the LC Commitment on a dollar for dollar basisaggregate US/UK Tranche Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Canadian Administrative Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments of any Class shall be permanent and permanent. Except as provided in Section 2.09(e), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.
(d) The Borrower may at any time and from time to time prior Company may, by written notice to the Maturity Date, at its sole cost, expense and effortAdministrative Agent, request that the total Commitments under any one or more Tranche be increased (a "Commitment Increase") by an amount for each increased Tranche of not less than US$25,000,000; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the excess of (A) $250,000,000 over (B) the aggregate amount by which new Commitments of any Class established pursuant to Section 2.09(e) shall exceed the simultaneous reductions in the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders participating in such new Class. Such notice shall set forth the amount of the requested increase in each Tranche, and the date (the "Increase Effective Date") on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 45 days after the date of such notice), and shall offer each Lender holding a Commitment under each applicable Tranche the opportunity to increase its Commitment (in such Tranche by its Tranche Percentage of the decision proposed increased amount. Each such Lender shall, by notice to the Company and the Administrative Agent given not more than 5 Business Days after the date of the Company's notice, either agree to increase its applicable Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender" with respect to such Tranche) or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of 5 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-Increasing Lender" with respect to such Tranche). In the event that on the 5th Business Day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments under any Tranche by an aggregate amount less than the increase in the total Commitments requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender" with respect to such Tranche), which may include any Lender, to extend Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to be within the sole and absolute discretion approval of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank to provide a new Commitment, by submitting to (which approval shall not be unreasonably withheld) and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent and the Issuing Bank Company shall reasonably specify to evidence the Commitment of such Augmenting Lender and its status as a Lender hereunder. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which a Commitment Increase will become effective (the "Initial Loans" under such Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments under such Tranche shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an Increase Supplement duly executed by aggregate principal amount equal to the Borrower aggregate principal amount of the Initial Loans under such Tranche and each such Lender or other Person, as of the case may be. If such Increase Supplement is types and for the Interest Periods specified in all respects reasonably satisfactory a Borrowing Request delivered to the Administrative Agent and the Issuing Bankin accordance with Section 2.03, the Administrative Agent (C) each Lender under such Tranche shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof pay to the Borrower and each such Lender or other PersonApplicable Agent in same day funds an amount equal to the difference, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bankif positive, between (x) in the case of each such Lender Lender's Tranche Percentage (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately calculated after giving effect to any the Commitment Increase) of the Subsequent Borrowings and (y) such increaseLender's Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, then simultaneously with (D) after the Applicable Agent receives the funds specified in clause (C) above, the Applicable Agent shall pay to each Lender under such increase Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender's Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender's Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each such Non-Increasing Lender, each New Increasing Lender and each other Augmenting Lender shall be deemed to have entered into a master assignment hold its Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and assumption, in form and substance substantially similar to Exhibit A, pursuant to which (F) each such other Lender applicable Borrower shall have assigned to pay each such Increasing Lender and each such New Non-Increasing Lender a portion any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of its Commitmenteach Eurocurrency Loan or B/A Equivalent Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, Loans and LC Exposure necessary to reflect proportionately no increase in the Commitments as adjusted under any Tranche (or in accordance with any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this subsection Section unless, (d)A) on the date of such increase, the conditions set forth in paragraphs (a) and (2b) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as Section 4.02 shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date satisfied and the Administrative Agent shall have received a certificate to that effect dated such certificates date and executed by a Financial Officer of the Company, and (B) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.01 as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase.
(e) Notwithstanding anything in Section 10.02 or elsewhere in this Agreement to the contrary, in the event the Company shall desire to designate after the date hereof as Borrowing Subsidiaries hereunder one or more Subsidiaries organized under the laws of Canada or any political subdivision thereof and shall determine that payments of interest or fees by any such Subsidiary to one or more of the Global Tranche Lenders would be subject to withholding taxes if made under the arrangements provided for herein, the Company may request Lenders selected by it that would be able to receive such payments free of withholding taxes to establish hereunder an additional Class of Commitments under which Loans would be made available to such Borrowing Subsidiaries and, if the Company shall so elect, to the Company and one or more other items as it shall reasonably request Borrowing Subsidiaries, and, subject to the provisions of the following sentence, the Company may increase total Commitments in connection with the establishment of such increaseClass. Subject to the provisions of this paragraph, any such additional Class of Commitments may be established by a written amendment to this Agreement entered into by the Company, the Administrative Agent and each Lender that shall agree to provide a Commitment of such Class, and shall not require the consent of any other Lender; provided, that: (i) the aggregate outstanding principal amount of the new Commitments of any Class established pursuant to this paragraph shall not, without the consent of the Required Lenders, exceed the sum of (A) US$250,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to paragraph (d) above and (B) the aggregate amount of any simultaneous reductions of the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders extending Commitments as part of such new Class (and any such reductions may, notwithstanding any other provision of this Agreement, be effected by the amendment agreement establishing such new Class without any corresponding reduction of the Commitments of the other Global Tranche Lenders or US/UK Tranche Lenders, as the case may be); and (ii) the terms applicable to the Commitments and Borrowings of any new Class shall be the same as those applicable to the original Classes except as required or deemed appropriate by the Company and the Administrative Agent to make the Commitments and Loans of such new Class available to the intended Borrowing Subsidiaries. Any such amendment agreement shall, subject to the preceding sentence, amend the provisions of this Agreement and the other Loan Documents to set forth the terms of such new Class and the Borrowings thereunder and make such other amendments to this Agreement (including to Sections 2.18, 7.02, 7.03 and 10.02) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to make the benefits of this Agreement available to the Lenders participating in such new Class. Further, any such amendment agreement shall amend the provisions of this Agreement (including the definition of Excluded Taxes and Section 2.17) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to ensure that payments by or to Lenders participating in such new Class shall not be subject to withholding taxes imposed by Canada and the United States in effect on the date each such Lender becomes a participant in the new Class. The Commitments, Loans and Borrowings of any Class established pursuant to this paragraph shall constitute Commitments, Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees created by the Subsidiary Guarantee Agreement to the extent provided therein.
Appears in 2 contracts
Sources: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments under the Existing Revolving Facility shall terminate on the Existing Facility Maturity Date, and the Term B Loan Commitments shall terminate after the making of the Term B Loans on the Fourth Restatement Closing Date, (ii) any Incremental Term Commitments of a Class shall terminate on the making of the Incremental Term Loans of such Class, (iii) any Refinancing Term Commitments of a Class shall terminate on the making of the Refinancing Term Loans of such Class, (iv) each Class of Refinancing Revolving Commitments shall terminate on the Maturity Datedate specified in the Refinancing Amendment for such Class, (v) each Class of Extended Revolving Commitments shall terminate on the date specified in the Extension Amendment for such Class, and (vi) any Commitments for Extended Term Loans of a Class shall terminate on the making of the Extended Term Loans of such Class.
(b) The Borrower may at any time terminate, or from time to time reduce, the CommitmentsRevolving Commitments under a Facility, provided that (i) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans under such Facility in accordance with Section 2.7, the sum of the Revolving Credit Exposures for such Facility would exceed the total CommitmentsRevolving Commitments for such Facility, and (ii) each such reduction of the Revolving Commitments shall be in an a minimum amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction in integral multiples of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis$1,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Revolving Commitments shall be permanent permanent, and each such reduction of the Commitments shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective applicable Revolving Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Datetime, at its sole cost, expense and effort, request any one or more of the Lenders (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund of a Lender (other than a Defaulting Lender) to increase its Revolving Commitment or to provide a new Revolving Commitment, as the case may be (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), Affiliate or Approved Fund) under a Facility, or any other Person reasonably satisfactory to the Administrative Agent and Agent, the Issuing Bank and the Swingline Lender to provide a new Revolving Commitment, by submitting to the Administrative Agent and the Issuing Bank an a Revolving Increase Supplement duly executed by the Borrower and each such Lender Lender, Affiliate, Approved Fund or other Person, as the case may be, to the Administrative Agent. If such Revolving Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankAgent, the Administrative Agent shall execute such Revolving Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender Lender, Affiliate, Approved Fund or other Person, as the case may be. Upon execution and delivery of such Revolving Increase Supplement by the Administrative Agent and the Issuing BankAgent, (xi) in the case of each such Lender (an “Increasing Lender”), its such Lender’s Revolving Commitment under such Facility shall be increased to the amount set forth in such Revolving Increase Supplement, (yii) in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person (a “New Lender”), such New Lender shall thereupon become a party hereto and have the rights and obligations shall for all purposes of a Lender under the Loan Documents be deemed a “Lender” having a Revolving Commitment under such Facility as set forth in such Revolving Increase Supplement, and its (iii) in each case, the Revolving Commitment under such Facility of such Lender, Affiliate, Approved Fund or such other Person, as the case may be, shall be as set forth in such the applicable Revolving Increase Supplement; provided provided, however, that:
(iA) [Reserved];
(B) immediately after giving effect thereto, the sum of all the increases in to the aggregate Revolving Commitments made pursuant to this Section 2.5(d) after the Fourth Restatement Closing Date (the “Aggregate Increased Revolving Amount”) plus the amount of the Incremental Term Loans made to the Borrower shall not exceed $25,000,000the Incremental Amount;
(iiC) [Reserved];
(D) each such increase of the aggregate when aggregated with any contemporaneous Incremental Term Loans or Incremental Term Commitments made pursuant to Section 2.13 shall be in an amount not less than $10,000,000 or such amount plus 25,000,000 and in an integral multiple of $1,000,000;
(iiiE) if Revolving Loans would be outstanding under the applicable Facility immediately after giving effect to any each such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender such Affiliate, Approved Fund or other Person and each other Lender under such Facility shall be deemed to have entered into a master assignment and assumptionacceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender Affiliate, Approved Fund or other Person a portion of its Commitment, Revolving Loans and LC Exposure necessary to reflect proportionately the Revolving Commitments as adjusted in accordance with this subsection (dSection 2.5(d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of each such the other LenderLenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;; and
(ivF) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such Affiliate, Approved Fund or other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 2 contracts
Sources: Credit Agreement (Gci Liberty, Inc.), Credit Agreement (General Communication Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments with respect to ▇▇▇▇▇▇▇ ▇-▇, ▇-▇ and A-3 Loans shall terminate on, respectively, the Tranche A-1 Availability Termination Date, the Tranche A-2 Availability Termination Date and the Tranche A-3 Availability Termination Date, and the Commitments with respect to Revolving Loans shall terminate on the Maturity Date.
(b) The On the date of each Revolving Loan Borrowing, the Commitments with respect to Revolving Loans shall be temporarily reduced by an amount equal to such Revolving Loan until such Revolving Loan is repaid.
(c) If a prepayment of Revolving Loans is required pursuant to Section 2.09, then the Revolving Commitment shall be reduced by an amount equal to such prepayment.
(d) Subject to Section 2.06(e), the Borrower may at any time terminate, or from time to time reduce, the Commitments; PROVIDED, provided HOWEVER, that (i) the Borrower no such reduction or termination shall not terminate or reduce the Commitments if, be permitted if after giving effect thereto and to any concurrent prepayment or repayment prepayments of the Loans in accordance with Section 2.7made on the effective date thereof, (A) the sum of the Credit Exposures then outstanding aggregate principal amount of the Revolving Loans PLUS LOC Obligations would exceed the total Commitmentsaggregate Revolving Commitment then in effect, (B) the sum of the then outstanding aggregate principal amount of the Tranche A-1 Loans would exceed the aggregate Tranche A-1 Commitment then in effect, (C) the sum of the then outstanding aggregate principal amount of Tranche A-2 Loans would exceed the aggregate Tranche A-2 Commitment then in effect and (D) the sum of the then outstanding aggregate principal amount of Tranche A-3 Loans would exceed the aggregate Tranche A-3 Commitment then in effect, and (ii) unless such reduction causes the Commitments to be reduced to zero (A) each such reduction of the Commitments pursuant to this paragraph (d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiB) any reduction unless at such time no Loans are outstanding, the Borrower shall not terminate or reduce the Commitments if the Commitments remaining following the proposed termination or reduction, together with other identified funds available to Borrower, are not, in the reasonable opinion of the Commitments Administrative Agent (upon consultation with an independent engineer), sufficient to an amount below complete the LC Commitment shall be automatically reduce Network in accordance with the LC Commitment on a dollar for dollar basisAnnual Business Plan.
(ce) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bd) of this Section 2.06 at least three five Business Days prior to the proposed effective date of such termination or reduction, specifying such election 45 and the proposed effective date thereof; PROVIDED, HOWEVER, that such termination or reduction shall become effective when and only to the extent that the Administrative Agent reasonably determines the Borrower has complied with the requirements of paragraph (d) of this Section 2.06. Promptly following receipt of any noticesuch determination, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination irrevocable subject to the determination by the Administrative Agent of the Commitments delivered compliance by the Borrower may state that such notice is conditioned upon with the effectiveness requirements of other credit facilities, in which case such notice may be revoked by the Borrower paragraph (by notice to the Administrative Agent on d) of this Section 2.06. Any termination or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, reduction of the Commitments shall be permanent and each permanent. Each reduction of the Tranche A-1 Commitments or Tranche A-2 Commitments pursuant to paragraph (e) of this Section 2.06 shall be made ratably among the Lenders in accordance with their respective Tranche A-1 Commitments and Tranche A-2 Commitments.
(df) The Subject to the terms and conditions set forth herein, upon ten (10) Business Days advance written notice to the Administrative Agent, the Borrower may shall have the right, at any time and from time to time from the Effective Date until sixty (60) days prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the aggregate amount of the Commitments hereunder (either by an increase in the Tranche A-1 Commitments or Tranche A-2 Commitments (allocated to the Tranche A-1 Commitment and the Tranche A-2 Commitment on a pro rata basis) or by an increase in the Tranche A-3 Commitments or by the addition of a Lender new tranche of term loans under this Agreement that has a weighted average life to be within maturity equal to or longer than the sole Tranche A-1 and absolute discretion Tranche A-2 Term Loans and otherwise is pari passu with the Loans and LOC Obligations in all respects, including as to ranking, security, mandatory prepayments and voting issues) by an aggregate amount not to exceed the lesser of such Lender), (x) $150,000,000 and (y) the product of (A) the aggregate cash proceeds of cash contributions to capital or any other Person reasonably satisfactory to the Administrative Agent issuance and sale of equity interests in the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed Borrower received by the Borrower at any time after the Second Amendment Effective Date that are not required to be used to prepay the Loans and each such Lender or other Personcash collateralize the LOC Obligations in accordance with the terms of Section 2.09(e) multiplied by (B) 0.50; PROVIDED, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankFURTHER, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases any such increase in the aggregate Tranche A-1 Commitments made pursuant to this Section 2.5(d) or Tranche A-2 Commitments shall not exceed be in a minimum principal amount of $25,000,000;5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less),
(ii) each any such increase pursuant to the addition of the aggregate Commitments a new tranche of term loans shall be in an a minimum principal amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;20,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less),
(iii) if the Tranche ▇-▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇-▇ Commitments or Tranche A-3 Commitments are increased and if any Tranche A-1 Loans, Tranche A-2 Loans would or Tranche A-3 Loans are outstanding at the time of any such increase, the Lenders shall assign portions of their outstanding Tranche A-1 Loans, Tranche A-2 Loans or Tranche A-3 Loans (and their unfunded Commitments shall automatically be outstanding immediately increased by an identical amount) to other Lenders (including new Lenders) as necessary to conform to the revised Tranche A-1 Commitments, Tranche A-2 Commitments and Tranche A-3 Commitments of the Lenders resulting from such increase and the Borrower shall pay any break-funding amount owing under Section 2.14 in connection with such assignments,
(iv) to the extent such increase is an increase of the Tranche A-1 Commitment and (A) such increase is effective prior to the Tranche A-1 Availability Termination Date, the Borrower shall have the right to borrow up to the full amount of such increase until the Tranche A-1 Availability Termination Date, or (B) such increase is effective on or after the Tranche A-1 Availability Termination Date, a Borrowing of Tranche A-1 Loans in the amount of such increase in the Tranche A-1 Commitment shall be made on the effective date of such increase,
(v) to the extent such increase is an increase of the Tranche A-2 Commitment and (A) such increase is effective prior to the Tranche A-2 Availability Termination Date, the Borrower shall have the right to borrow up to the full amount of such increase until the Tranche A-2 Availability Termination Date, or (B) such increase is effective on or after the Tranche A-2 Availability Termination Date, a Borrowing of Tranche A-2 Loans in the amount of such increase in the Tranche A-2 Commitment shall be made on the effective date of such increase,
(vi) to the extent such increase is an increase of any Tranche A-3 Commitments, the Borrower and the Lenders committing to provide such increase in Tranche A-3 Commitments may independently agree (without any right of consent by any other Lender or the Administrative Agent) to extend to any date satisfactory to them the availability period during which Tranche A-3 Loans that are committed under such increase may be requested by the Borrower and are to be funded by such Lenders, and
(vii) the conditions to borrowing set forth in Section 4.02 shall be satisfied as of the date of such increase. It is hereby acknowledged and agreed that (a) the increase in the aggregate amount of the Commitments and Loans hereunder resulting from the addition of the Tranche A-3 Commitments as of the Second Amendment Effective Date has been made pursuant to the terms of this Section 2.06(f), (b) the Tranche A-3 Commitments and Tranche A-3 Loans shall constitute Commitments and Loans, respectively, for all purposes under this Agreement, including, without limitation, Section 9.02(b) and the definition of "Required Lenders," and (c) the amount of the increase in the aggregate Commitments permitted by this Section 2.06(f), as in effect on the Second Amendment Effective Date, shall be in addition to, and shall not be reduced by, the amount of the Tranche A-3 Commitments added to this Agreement as of the Second Amendment Effective Date. Any increase in the Commitments hereunder (including pursuant to the addition of a new tranche of term loans) shall be subject to satisfaction of the following: (1) the amount of such increase shall be offered first to the existing Lenders, and in the event the additional commitments which existing Lenders are willing to take shall exceed the amount requested by the Borrower, then (x) each existing Lender that is willing to provide a portion of such increase (each a "Committing Lender") shall be entitled to provide an amount up to its pro rata share of such increase based on the amount of its existing Commitments and (y) if there is any portion of such increase remaining after giving effect to any such increaseclause (x), then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumptionthe Borrower, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance consultation with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, shall determine how the remaining portion of such increase is disbursed among the Committing Lenders (taking into consideration the amount of the additional commitments which each Committing Lender was initially willing to take) so that such increase is fully committed, (2) if the amount of the additional commitments requested by the Borrower shall exceed the additional commitments which the existing Lenders are willing to take, then the Borrower may invite other Eligible Persons to join this Credit Agreement as Lenders hereunder for the account portion of each commitments not taken by existing Lenders, provided that such other Lender, Eligible Persons shall enter into such amount joinder agreements to give effect thereto as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
may reasonably request and (v3) the Borrower shall have delivered execute and/or deliver to the Administrative Agent with sufficient copies for each Lender a certificate such promissory notes, certified resolutions, opinions of a Financial Officer demonstrating pro forma compliance with counsel and such modifications to this Agreement (including revisions of SCHEDULE 2.1(a)) and the terms of this Credit Agreement through the Maturity Date and other Loan Documents as the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase. The Lenders hereby authorize the Administrative Agent, on their behalf, to execute any amendment or modification to this Agreement and the other Loan Documents necessary to consummate any increase in the Commitments pursuant to this Section.
Appears in 2 contracts
Sources: Credit Agreement (Velocita Corp), Credit Agreement (Velocita Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $25,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Payment Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Payment Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Payment Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior time, by written notice to the Maturity DatePayment Agent, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each one or more financial institutions (any such Lender financial institution referred to in this Section being called a “Prospective Lender”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or other Personcause Commitments to be extended by the Prospective Lenders, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of an amount for each such Prospective Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplementnotice; provided that:
that (i) immediately after giving effect thereto, the sum amount of all increases any such increase in the aggregate Commitments shall be not less than $25,000,000, (ii) the aggregate amount of increases in Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
500,000,000, (iii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Payment Agent and each Issuing Bank (which approval shall not be unreasonably withheld) and shall execute all such documentation as the Payment Agent and the Borrower shall specify to evidence the Commitment of such Prospective Lender and its status as a Lender hereunder. Such notice shall set forth the date (the “Increase Effective Date”) on which such increase is requested to become effective (which shall not be less than 3 Business Days or more than 45 days after the date of such notice). On the Increase Effective Date, (A) the aggregate principal amount of the Loans would be outstanding (the “Initial Loans”) immediately after prior to giving effect to any such the commitment increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the commitment increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender the Borrower shall be deemed to have entered into a master assignment and assumption, made new Borrowings (the “Subsequent Borrowings”) in form and substance substantially similar an aggregate principal amount equal to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion the aggregate principal amount of its Commitment, the Initial Loans and LC Exposure necessary of the types and for the Interest Periods specified in a Borrowing Request delivered to reflect proportionately the Commitments as adjusted Payment Agent in accordance with this subsection Section 2.03, (d), and (2C) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative AgentPayment Agent in same day funds an amount equal to the difference, for if positive, between (x) such Lender’s Applicable Percentage (calculated after giving effect to the account commitment increase) of the Subsequent Borrowings and (y) such Lender’s Applicable Percentage (calculated without giving effect to the commitment increase) of the Initial Loans, (D) after the Payment Agent receives the funds specified in clause (C) above, the Payment Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (1) such Lender’s Applicable Percentage (calculated without giving effect to the commitment increase) of the Initial Loans and (2) such Lender’s Applicable Percentage (calculated after giving effect to the commitment increase) of the amount of the Subsequent Borrowings, (E) each Lender (including each Prospective Lender) shall be deemed to hold its Applicable Percentage of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment Subsequent Borrowing (each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered calculated after giving effect to the Administrative Agent commitment increase) and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(vF) the Borrower shall have delivered pay each Lender (other than any Prospective Lender that was not a Lender before giving effect to the Administrative Commitment increase) any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) or addition of a Prospective Lender shall become effective under this Section unless, (A) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (without giving effect to the parenthetical in such paragraph (a)) and the Payment Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (B) the Payment Agent shall have received (with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance the Lenders) documents consistent with those delivered pursuant to Section 4.01 as to the terms corporate power and authority of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with Borrower to borrow hereunder after giving effect to such increase.
Appears in 2 contracts
Sources: Credit Agreement (Northrop Grumman Corp /De/), Credit Agreement (Northrop Grumman Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Facility Commitments, the Designated Currency Commitments and the Yen Commitments shall each terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Facility Commitments, the Designated Currency Commitments or the Yen Commitments; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) the Company shall not terminate or reduce (A) the Facility Commitments if, after giving effect to any reduction concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the total Facility Commitments, (B) the Designated Currency Commitments if, after giving effect to an any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate principal amount below of the LC Commitment shall be automatically reduce outstanding Revolving Designated Currency Loans would exceed the LC Commitment on a dollar for dollar basistotal Designated Currency Commitments, or (C) the Yen Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate principal amount of the outstanding Revolving Yen Loans would exceed the total Yen Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Facility Commitments, the Designated Currency Commitments or the Yen Commitments under paragraph (b) of this Section at least three one Business Days Day (or, to the extent a concurrent prepayment of Loans is required in accordance with Section 2.10, upon the minimum advance notice required in connection with such prepayment under such Section) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments shall be permanent and each permanent. Each reduction of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments shall be made ratably among the Lenders, the Designated Currency Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to or the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other PersonYen Lenders, as the case may be. If such Increase Supplement is , in all respects reasonably satisfactory accordance with their respective Facility Commitments, Designated Currency Commitments or Yen Commitments, as applicable.
(d) Upon at least 15 days’ prior notice to the Administrative Agent and the Issuing Bank, (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Company shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Facility Commitments in multiples of $500,000 up to an aggregate amount not to exceed $150,000,000. Any such increase shall apply, at the option of the Company, (x) to the Facility Commitment of one or more Lenders, if such Lender or Lenders consent to such increase, or (y) to the creation of new Facility Commitments of one or more institutions not then a Lender hereunder; provided that (i) if any such institution is not then a Lender hereunder, such institution shall be reasonably acceptable to the Administrative Agent, (ii) such existing or new Lender shall execute such Increase Supplement and deliver to the Company and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) an Assumption Agreement substantially in the case form of each such Lender Exhibit G hereto (an “Increasing LenderAssumption Agreement”)) and (iii) if any Revolving Loans are outstanding at the time of any such increase, its Commitment shall be increased the Company will, notwithstanding anything to the amount set forth contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Revolving Loans from the Lenders in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately amounts so that after giving effect thereto, the sum Revolving Loans shall be outstanding on a pro rata basis (based on the Facility Commitments of the Lenders after giving effect to the changes made pursuant hereto on such date) from all increases the Lenders. Upon the effectiveness of any increase in the aggregate Facility Commitments made pursuant to this Section 2.5(d2.08(d), Schedule 2.01(a) hereto shall be automatically amended to reflect such increase. It is understood that any increase in the amount of the Facility Commitments pursuant to this Section 2.08(d) shall not exceed $25,000,000;
(ii) each such increase constitute an amendment or modification of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person Agreement pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase10.02.
Appears in 2 contracts
Sources: Credit Agreement (Dun & Bradstreet Corp/Nw), Credit Agreement (Dun & Bradstreet Corp/Nw)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments, Commitments of any Tranche; provided that (i) each such reduction of the Borrower Commitments of any Tranche shall be in an amount that is not less than the Borrowing Minimum and an integral multiple of the Borrowing Multiple, in each case for Borrowings denominated in US Dollars and (ii) the Company shall not terminate or reduce the Commitments if, of any Tranche if after giving effect to such termination or reduction and to any concurrent payment or prepayment of Loans or repayment of the Loans LC Disbursements in accordance with Section 2.72.10, (A) the sum of Aggregate Revolving Credit Exposure under either the Credit Exposures US Tranche or the Global Tranche would exceed the total Commitmentsaggregate amount of Commitments of such Tranche, (iiB) each the Revolving Credit Exposure under either the US Tranche or the Global Tranche of any Lender would exceed its Commitments of such reduction of Tranche or (C) the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of Aggregate Revolving Credit Exposure would exceed the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisaggregate Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under any Tranche under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower under any Tranche may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked or extended by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or the effectiveness of such other credit facilities is delayed. Each reduction, and any termination, of the Commitments shall be permanent and each Any termination or reduction of the Commitments under any Tranche shall be permanent. Each reduction of the Commitments under any Tranche shall be made ratably among the applicable Lenders in accordance with their respective CommitmentsCommitments under such Tranche.
(d) (i) The Borrower Company may at any time and from time to time prior time, by written notice to the Maturity Date, at its sole cost, expense Administrative Agent (which shall deliver a copy thereof to the applicable Lenders) executed by the Company and effort, request any one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause Global Tranche Commitments or US Tranche Commitments to be extended by the Increasing Lenders (or cause the Global Tranche Commitments or US Tranche Commitments of the Increasing Lenders to increase its Commitment be increased, as the case may be) in an amount for each Increasing Lender (which shall not be less than US$5,000,000) set forth in such notice; provided, that (A) the decision new Commitments and increases in existing Commitments pursuant to increase this paragraph, in each case, after the Commitment Restatement Effective Date, shall not be greater than US$100,000,000 in the aggregate and shall not be less than US$10,000,000 (or any portion of such US$100,000,000 aggregate amount remaining unused) for any such increase, (B) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be within unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the sole and absolute discretion of such Lender), or any other Person reasonably Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Issuing Bank Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may bethis paragraph. Upon execution and delivery the effectiveness of such Increase Supplement by the Administrative Agent and the Issuing Bankany Accession Agreement to which any Increasing Lender is a party, (x) in the case of each such Increasing Lender (an “Increasing Lender”), its Commitment shall thereafter be deemed to be a party to this Agreement and shall be increased entitled to the amount set forth in such Increase Supplementall rights, (y) in the case of each such other Person (benefits and privileges accorded a “New Lender”), such New Lender shall become a party hereto hereunder and have the rights and subject to all obligations of a Lender under the Loan Documents hereunder and its Commitment shall be as set forth in such Increase Supplement; provided that:
(iy) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender Schedule 2.01 shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar been amended to Exhibit A, pursuant to which each such other Lender shall have assigned to each reflect the Commitment or Commitments of such Increasing Lender and each as provided in such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseAccession Agreement.
Appears in 2 contracts
Sources: Revolving Credit Facility Agreement (Albany International Corp /De/), Revolving Credit Facility Agreement (Albany International Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $US$1,000,000 and not less than $5,000,000 US$10,000,000 and (iiiii) the Company shall not terminate or reduce the Commitments if, after giving effect thereto and any reduction concurrent prepayment of the Commitments to an amount below Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce total Revolving Credit Exposures would exceed the LC Commitment on a dollar for dollar basistotal Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower Company may at any time and from time to time prior time, by written notice to the Maturity Date, at its sole cost, expense Administrative Agent (which shall promptly deliver a copy to each of the Lenders) executed by the Company and effort, request any one or more financial institutions (which may include any Lender) that are willing to extend a Commitment or, in the case of the Lenders any such financial institution that is already a Lender, to increase its Commitment (the decision any such financial institution referred to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (this Section being called an “Increasing Lender”), its Commitment shall cause the total Commitments to be increased to by such new or incremental Commitments of the Increasing Lenders, in an amount set forth in such Increase Supplement, (y) in the case of for each such other Person (a “New Lender”), such New Increasing Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplementnotice; provided that:
that (i) immediately after giving effect thereto, the sum aggregate principal amount of all increases any increase in the aggregate total Commitments made pursuant to this Section 2.5(d) shall not be less than US$25,000,000 and the aggregate principal amount of all such increases shall not exceed $25,000,000;
US$300,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent, each Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. New Commitments and increases in Commitments created pursuant to this Section shall become effective (A) in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section and (B) in the case of an Increasing Lender not already a Lender under this Agreement, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Notwithstanding the foregoing, no increase of in the aggregate Commitments (or in the Commitment of any Lender) shall be in an amount not less than $10,000,000 or such amount plus an integral multiple become effective under this Section unless (1) the Administrative Agent shall have received documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of $1,000,000;
(iii) if Loans would be outstanding immediately the Borrowers to borrow hereunder after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) on the date of such increase, the conditions set forth in connection Sections 4.02(a) and 4.02(b) shall be satisfied (with all references in such assignment, each Sections to a Borrowing being deemed to be references to such Increasing Lender increase and each such New Lender shall pay without giving effect to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and parenthetical in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv4.02(a)) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received a certificate to that effect dated such certificates date and other items as it executed by a Financial Officer of the Company. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall reasonably request continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrowers shall so elect, refinanced with new Revolving Loans made pursuant to Section 2.01 ratably in connection accordance with the Commitments in effect following such extension or increase.
Appears in 2 contracts
Sources: Credit Agreement (Agilent Technologies Inc), Credit Agreement (Agilent Technologies Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments under the Existing Revolving Facility shall terminate on the Existing Facility Maturity Date, and the Term B Loan Commitments terminated upon the making of the Term B Loans on February 2, 2015, (ii) any Incremental Term Commitments of a Class shall terminate on the making of the Incremental Term Loans of such Class, (iii) any Refinancing Term Commitments of a Class shall terminate on the making of the Refinancing Term Loans of such Class, (iv) each Class of Refinancing Revolving Commitments shall terminate on the Maturity Datedate specified in the Refinancing Amendment for such Class, (v) each Class of Extended Revolving Commitments shall terminate on the date specified in the Extension Amendment for such Class, and (vi) any Commitments for Extended Term Loans of a Class shall terminate on the making of the Extended Term Loans of such Class.
(b) The Borrower may at any time terminate, or from time to time reduce, the CommitmentsRevolving Commitments under a Facility, provided that (i) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans under such Facility in accordance with Section 2.7, the sum of the Revolving Credit Exposures for such Facility would exceed the total CommitmentsRevolving Commitments for such Facility, and (ii) each such reduction of the Revolving Commitments shall be in an a minimum amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction in integral multiples of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis$1,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Revolving Commitments shall be permanent permanent, and each such reduction of the Commitments shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective applicable Revolving Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Datetime, at its sole cost, expense and effort, request any one or more of the Lenders (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund of a Lender (other than a Defaulting Lender) to increase its Revolving Commitment or to provide a new Revolving Commitment, as the case may be (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), Affiliate or Approved Fund) under a Facility, or any other Person reasonably satisfactory to the Administrative Agent and Agent, the Issuing Bank and the Swingline Lender to provide a new Revolving Commitment, by submitting to the Administrative Agent and the Issuing Bank an a Revolving Increase Supplement duly executed by the Borrower and each such Lender Lender, Affiliate, Approved Fund or other Person, as the case may be, to the Administrative Agent. If such Revolving Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankAgent, the Administrative Agent shall execute such Revolving Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender Lender, Affiliate, Approved Fund or other Person, as the case may be. Upon execution and delivery of such Revolving Increase Supplement by the Administrative Agent and the Issuing BankAgent, (xi) in the case of each such Lender (an “Increasing Lender”), its such Lender’s Revolving Commitment under such Facility shall be increased to the amount set forth in such Revolving Increase Supplement, (yii) in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person (a “New Lender”), such New Lender shall thereupon become a party hereto and have the rights and obligations shall for all purposes of a Lender under the Loan Documents be deemed a “Lender” having a Revolving Commitment under such Facility as set forth in such Revolving Increase Supplement, and its (iii) in each case, the Revolving Commitment under such Facility of such Lender, Affiliate, Approved Fund or such other Person, as the case may be, shall be as set forth in such the applicable Revolving Increase Supplement; provided provided, however, that:
(iA) [Reserved];
(B) immediately after giving effect thereto, the sum of all the increases in to the aggregate Revolving Commitments made pursuant to this Section 2.5(d) after the Closing Date (the “Aggregate Increased Revolving Amount”) plus the amount of the Incremental Term Loans made to the Borrower after the Closing Date shall not exceed $25,000,000the Incremental Amount;
(iiC) [Reserved];
(D) each such increase of the aggregate when aggregated with any contemporaneous Incremental Term Loans or Incremental Term Commitments made pursuant to Section 2.13 shall be in an amount not less than $10,000,000 or such amount plus 25,000,000 and in an integral multiple of $1,000,000;
(iiiE) if Revolving Loans would be outstanding under the applicable Facility immediately after giving effect to any each such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender such Affiliate, Approved Fund or other Person and each other Lender under such Facility shall be deemed to have entered into a master assignment and assumptionacceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender Affiliate, Approved Fund or other Person a portion of its Commitment, Revolving Loans and LC Exposure necessary to reflect proportionately the Revolving Commitments as adjusted in accordance with this subsection (dSection 2.5(d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of each such the other LenderLenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;; and
(ivF) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such Affiliate, Approved Fund or other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 2 contracts
Sources: Credit Agreement (Gci Liberty, Inc.), Credit Agreement (Gci, LLC)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date.
(b) In the event that the Senior Note Refinancing shall not have occurred prior to the Trigger Date, then on the Trigger Date each Revolving Commitment shall automatically reduce to zero ($0) and terminate.
(c) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments, provided that (i) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.7, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments, and (ii) each such reduction of the Commitments shall be in an a minimum amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction in integral multiples of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis$1,000,000.
(cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bc) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Revolving Commitments shall be permanent permanent, and each such reduction of the Commitments shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective Revolving Commitments.
(de) The Borrower may at any time and from time to time prior to the Maturity Datetime, at its sole cost, expense and effort, request any one or more of the Lenders (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund of a Lender (other than a Defaulting Lender) to increase its Revolving Commitment or to provide a new Revolving Commitment, as the case may be (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender, Affiliate or Approved Fund), or any other Person reasonably satisfactory to the Administrative Agent and Agent, the Issuing Bank and the Swingline Lender to provide a new Revolving Commitment, by submitting to the Administrative Agent and the Issuing Bank an a Revolving Increase Supplement duly executed by the Borrower and each such Lender Lender, Affiliate, Approved Fund or other Person, as the case may be, to the Administrative Agent. If such Revolving Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankAgent, the Administrative Agent shall execute such Revolving Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender Lender, Affiliate, Approved Fund or other Person, as the case may be. Upon execution and delivery of such Revolving Increase Supplement by the Administrative Agent and the Issuing BankAgent, (xi) in the case of each such Lender (an “Increasing Lender”), its such Lender’s Revolving Commitment shall be increased to the amount set forth in such Revolving Increase Supplement, (yii) in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person (a “New Lender”), such New Lender shall thereupon become a party hereto and have the rights and obligations shall for all purposes of a Lender under the Loan Documents be deemed a “Lender” having a Revolving Commitment as set forth in such Revolving Increase Supplement, and its (iii) in each case, the Revolving Commitment of such Lender, Affiliate, Approved Fund or such other Person, as the case may be, shall be as set forth in such the applicable Revolving Increase Supplement; provided provided, however, that:
(iA) immediately after giving effect thereto, the sum aggregate Revolving Commitments plus all unfunded Add-on Term Loan Commitments plus the initial principal amount of all increases in the aggregate Add-on Term Loans shall not exceed $125,000,000;
(B) each such increase when aggregated with any contemporaneous Add-on Term Loans or Add-on Term Loan Commitments made pursuant to this Section 2.5(d2.1(b) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus 25,000,000 and in an integral multiple of $1,000,000;
(iiiC) if Revolving Loans would be outstanding immediately after giving effect to any each such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender such Affiliate, Approved Fund or other Person and each other Lender shall be deemed to have entered into a master assignment and assumptionacceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender Affiliate, Approved Fund or other Person a portion of its Commitment, Revolving Loans and LC Exposure necessary to reflect proportionately the Revolving Commitments as adjusted in accordance with this subsection (df), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of each such the other LenderLenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;; and
(ivD) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such Affiliate, Approved Fund or other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (General Communication Inc), Credit and Guarantee Agreement (Gci Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments with the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduce, reduce the Commitments, provided that (i) each reduction in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $5,000,000, and the Commitments may not be reduced to less than $15,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the total Credit Exposures Exposure would exceed the total Maximum Loan Available Amount. After any reduction in the Commitments, (ii) each such reduction of the Borrower's option to increase the Commitments provided in Section 2.08(d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any reduction of the Commitments shall be permanent and each permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above.
(d) The Provided no Default or Event of Default shall then be in existence, the Borrower may at any time and from time to time prior to shall have the Maturity Dateright, at its sole cost, expense and effort, request any on one or more occasions, to elect to increase the Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Ten Million Dollars ($10,000,000) in excess thereof, and (ii) the Lenders aggregate amount of all such increases shall not cause the Total Commitments to exceed One Hundred Million Dollars ($100,000,000). Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitments. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (the which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Commitment Borrower and each Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to be within the sole become Lenders pursuant to a joinder agreement (each a "Lender Joinder Agreement") in form and absolute discretion of such Lender), or any other Person substance reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may beits counsel. If such Increase Supplement the Total Commitment is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)Section, and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all formsshall determine the effective date (the "Increase Effective Date") and the final allocation of each Lender's increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered deliver to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial the Borrower dated as of the Increase Effective Date signed by an Authorized Officer demonstrating pro forma compliance with of the terms Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 3 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Credit Agreement through Section 2.08(d), the Maturity Date representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent Agent, and (B) no Default or Event of Default exists. Existing Lenders may, as necessary, receive a prepayment of amounts of the Loan outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Loan ratable with any revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section, which prepayment shall have received such certificates and other items as it shall reasonably request in connection with such increasebe accomplished by the pro rata funding required of the Lender(s) issuing new or increased Commitments.
Appears in 2 contracts
Sources: Credit Agreement (MVP REIT, Inc.), Credit Agreement (MVP REIT II, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of US$1,000,000 and not less than US$10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to thereto and any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.11, the sum of the total Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The After the Separation Date, the Borrower may at any time and from time to time prior time, by written notice to the Maturity Date, at its sole cost, expense Administrative Agent (which shall promptly deliver a copy to each of the Lenders) executed by the Borrower and effort, request any one or more financial institutions (which may include any Lender) that are willing to extend a Commitment or, in the case of the Lenders any such financial institution that is already a Lender, to increase its Commitment (the decision any such financial institution referred to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (this Section being called an “Increasing Lender”), its Commitment shall cause the total Commitments to be increased to by such new or incremental Commitments of the Increasing Lenders, in an amount set forth in such Increase Supplement, (y) in the case of for each such other Person (a “New Lender”), such New Increasing Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplementnotice; provided that:
that (i) immediately after giving effect thereto, the sum aggregate principal amount of all increases any increase in the aggregate total Commitments made pursuant to this Section 2.5(d) shall not be less than US$25,000,000 and the aggregate principal amount of all such increases shall not exceed $25,000,000;
US$150,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent and each Issuing Bank (which approval shall not be unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. New Commitments and increases in Commitments created pursuant to this Section shall become effective (A) in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section and (B) in the case of an Increasing Lender not already a Lender under this Agreement, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Notwithstanding the foregoing, no increase of in the aggregate Commitments (or in the Commitment of any Lender) shall be in an amount not less than $10,000,000 or such amount plus an integral multiple become effective under this Section unless (1) the Administrative Agent shall have received documents consistent with those delivered under Sections 4.01(b) and 4.01(c) as to the corporate power and authority of $1,000,000;
(iii) if Loans would be outstanding immediately the Borrower to borrow hereunder after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) on the date of such increase, the conditions set forth in connection Sections 4.03(a) and 4.03(b) shall be satisfied (with all references in such assignment, each Sections to a Borrowing being deemed to be references to such Increasing Lender increase and each such New Lender shall pay without giving effect to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and parenthetical in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv4.03(a)) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received a certificate to that effect dated such certificates date and other items as it executed by a Financial Officer of the Borrower. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall reasonably request continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall so elect, refinanced with new Loans made pursuant to Section 2.01 ratably in connection accordance with the Commitments in effect following such extension or increase.
Appears in 2 contracts
Sources: Credit Agreement (Keysight Technologies, Inc.), Credit Agreement (Agilent Technologies Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments and the Letter of Credit Commitments shall terminate on the Maturity Commitment Termination Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum 2.07 and/or any concurrent cash collateralization of the Letter of Credit Exposures Exposure, (x) the Aggregate Credit Exposure would exceed the total Aggregate Revolving Commitments, (y) the total Revolving Credit Exposures of all of the Lenders would exceed the Aggregate Revolving Commitments or (z) the Aggregate Letter of Credit Exposure would exceed the Aggregate Letter of Credit Commitments, and (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis5,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each Any termination or reduction of the Commitments hereunder shall be permanent but without prejudice to the rights of the Borrower under paragraph (d) below. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Provided that immediately before and after giving effect thereto, no Default shall or would exist and be continuing and the conditions set forth in Section 5.02 have been satisfied or waived, the Borrower may at any time and from time to time prior time, on or before the Commitment Termination Date referred to in clause (a) of the Maturity Date, at its sole cost, expense and effortdefinition thereof, request any one or more of the Lenders to increase its Commitment (the such decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender)) its Revolving Commitment and Letter of Credit Commitment, or and/or any other Person Eligible Assignee reasonably satisfactory to the Administrative Agent and the Issuing Bank Borrower, to provide a new Revolving Commitment and a new Letter of Credit Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement Request in the form of Exhibit F (an “Increase Request”), duly executed by the Borrower and each such Lender or other PersonEligible Assignee, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankThereupon, the Administrative Agent shall execute such Increase Supplement Request and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other PersonEligible Assignee, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing BankRequest, (xi) in the case of each such Lender (an “Increasing Lender”), its such Lender’s Revolving Commitment shall be increased to the amount set forth in such Increase SupplementRequest, (yii) in the case of each such other Person (a “New Lender”)Eligible Assignee, such New Lender Eligible Assignee shall become a party hereto and have the rights and obligations shall for all purposes of a Lender under the Loan Documents and its be deemed a “Lender” with a Revolving Commitment shall be as in the amount set forth in such Increase Supplement; provided Request, and (iii) the Borrower shall contemporaneously therewith execute and deliver to the Administrative Agent a Note or Notes for each such Eligible Assignee providing a new Revolving Commitment and for such existing Lender increasing its Revolving Commitment provided, however, that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Aggregate Revolving Commitments made shall not have been increased pursuant to this Section 2.5(dsubsection (d) shall not exceed to an amount greater than the sum of (x) $25,000,000200,000,000 plus (y) the amount of the Revolving Commitment of each Lender that becomes a Defaulting Lender;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 5,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) the Revolving Commitments shall not be increased on more than three occasions;
(iv) the Administrative Agent shall have received documents (including, without limitation, one or more opinions of counsel) consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase;
(v) if Loans would shall be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lenderthe Lenders shall, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion upon the acceptance of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)Increase Request by, and (2) in connection with such assignmentat the direction of, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for make appropriate adjustments among themselves so that the account amount of each such other Lender, such amount as Revolving Credit Exposures from any of the Lenders under this Agreement are allocated among the Lenders according to their Commitment Percentages after giving effect to the increase in the Aggregate Revolving Commitments (it being understood and agreed that any reallocation made pursuant to this clause (v) shall be necessary require the Borrower to reflect the assignment make payment pursuant to it of Section 3.06 with respect to any affected Eurodollar Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;); and
(ivvi) each such other Person Eligible Assignee shall have delivered to the Administrative Agent and the Borrower an Administrative Questionnaire and all forms, if any, that are required to be delivered by such other Person Eligible Assignee pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase3.07(e).
Appears in 2 contracts
Sources: Credit Agreement (Hawaiian Electric Co Inc), Credit Agreement (Hawaiian Electric Co Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days’ prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Viacom may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided, provided however, that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such partial reduction of the Commitments shall be in an a minimum principal amount that is an of $10,000,000 and in integral multiple multiples of $1,000,000 and not less than $5,000,000 in excess thereof and (iiiii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of no such termination or reductionreduction shall be made if, specifying such election after giving effect thereto and to any prepayments of the Loans made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any notice, Lender would exceed such Lender’s Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable2.13(a).
(b) Except as otherwise provided in Section 2.21, provided that a notice of termination of each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Facility Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.
(c) Upon a decrease, pursuant to Section 2.13(a) or (b), in the Commitments, Viacom may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. No such termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would be less than the Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency Revolving Loans at such time.
(d) The Borrower may Viacom shall have the right at any time and from time to time prior to increase the Maturity Date, at its sole cost, expense and effort, request any Total Commitment to an aggregate amount not to exceed $3,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender’s Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Lenders to increase its Commitment Administrative Agent and each Issuing Lender (the decision to increase which consent shall not be unreasonably withheld); provided further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided further, that the amount of the increase of any Lender’s Commitment pursuant to clause (ii) above shall be in an aggregate principal amount at least equal to $10,000,000.
(e) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to subsection (d) of this Section 2.13 shall execute a New Lender Supplement with Viacom and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be within amended to add the sole name and absolute discretion Commitment of such New Lender.
(f) Any increase in the Total Commitment pursuant to subsection (d)(ii) of this Section 2.13 shall be effective only upon the execution by the applicable Lender and Viacom of a commitment increase letter in substantially the form of Exhibit H hereto (a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered by Viacom or any other Person reasonably satisfactory such Lender to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting not less than five (5) Business Days prior to the Administrative Agent applicable Commitment Increase Date and shall specify (i) the Issuing Bank an amount of the increase in the Commitment of such Lender and (ii) the date such increase is to become effective. Upon its receipt of such Commitment Increase Supplement duly Letter executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankViacom, the Administrative Agent shall execute accept such Commitment Increase Supplement Letter and record the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) information contained therein in the case of each such Lender Register.
(an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (yg) Any increase in the case of each such other Person (a “New Lender”), such New Lender Total Commitment pursuant to this Section 2.13 shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall not be as set forth in such Increase Supplement; provided thateffective unless:
(i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing on the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000applicable Commitment Increase Date;
(ii) each such increase of the aggregate Commitments representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on such Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an amount not less than $10,000,000 or earlier date in which case such amount plus an integral multiple representations and warranties shall be true and correct in all material respects as of $1,000,000;such earlier date; and
(iii) if Loans would be outstanding immediately the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as to the taking of any corporate action necessary in connection with such increase and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to any such increase, then simultaneously with such increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitment pursuant to this Section 2.13 shall constitute a certification to the effect set forth in clauses (1i) and (ii) of this Section 2.13(g).
(h) On each such Increasing LenderCommitment Increase Date, each New Lender and each Lender that has delivered a Commitment Increase Letter, in each case whose new Commitment or increased Commitment becomes effective on such date, shall purchase by assignment from the other Lenders such portion of the Loans (if any) owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Revolving Credit Percentage (calculated after giving effect to such increase in the Total Commitment) of the aggregate amount of Loans owing to all Lenders. The purchases and assignments pursuant to this subsection (h) shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted been accomplished in accordance with this subsection Section 9.4(b).
(d), and (2i) in connection with such assignment, each such Increasing Lender and each such New No Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall at any time be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant agree to Section 3.7; and
(v) the Borrower shall have delivered a request of Viacom to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseincrease its Commitment or obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (New Viacom Corp.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, The Commitments and the Commitments Swing Line Commitment shall terminate be automatically terminated on the Maturity DateTermination Date whereupon all Revolver Loans and Swing Line Loans and accrued interest thereon shall become due and payable.
(b) The Borrower Upon at least five (5) Business Days’ prior irrevocable written (including facsimile) notice to the Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided, provided however, that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such partial reduction of the Commitments shall be in an a minimum principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 or in a whole multiple thereof, and (iiiii) the Commitments may not be reduced or terminated if, after giving effect thereto and to any reduction prepayments of the Loans made on the effective date thereof, the Dollar Equivalent Facility Usage at such time would exceed the Total Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisat such time.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce Each reduction in the Commitments under paragraph (b) of this Section at least three Business Days prior hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrowers shall pay to the effective Agent for the account of the Banks on the date of each termination or reduction of the Commitments the Facility Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(di) The Borrower Borrowers may at any time and from time to time prior time, subject to the Maturity Date, at its sole cost, expense and effortlast sentence hereof, request any one or more an increase in the Commitments by sending a written notice thereof to all of the Lenders Banks and the Agent. Such notice shall specify the total amount of the increase requested by the Borrowers (the “Requested Increase”); provided that, (i) the Requested Increase shall be in an amount equal to at least $10,000,000 and (ii) the Total Commitments shall not at any time exceed $150,000,000 less the aggregate amount of any permanent reductions of the Commitments pursuant to subsection 2.14(b) hereof. The fees, if any, for any increase in the Commitments shall be determined at the time of any request for any such increase. Each Bank shall respond in writing to the Borrowers (with a copy simultaneously sent to the Agent), within thirty (30) days of receipt of a Requested Increase (or such shorter period as the Agent and the Borrowers shall agree), stating the maximum amount, if any, by which such Bank is willing to increase its Commitment (the decision to increase “Offered Amount”). If the total of the Offered Amount for all of the Banks is greater than the Requested Increase, the Requested Increase shall be allocated amongst the offering Banks as the Borrowers and the Agent shall agree and, absent any such agreement, pro rata based on each Bank’s then existing Commitment of a Lender to be within the sole Percentage. Any Bank that increases its Commitment shall execute and absolute discretion of such Lender), or any other Person reasonably satisfactory deliver to the Administrative Agent a duly completed commitment and acceptance in form and substance acceptable to the Agent, and the Borrowers shall pay to the Agent a processing and recordation fee of $3,500. If the total of the Offered Amount for all of the Banks is equal to or less than the Requested Increase (x) unless the Borrowers and the Agent shall otherwise agree, each Bank’s Commitment shall increase by its Offered Amount and (y) the Borrowers may, subject to the consent of the Agent, offer the difference, if any, between the Requested Increase and the amount of the increase in the Commitments pursuant to clause (x) above to one or more new banks or other financial institutions (each a “Proposed New Bank”). If the Borrowers request that a Proposed New Bank join this Agreement and provide a Commitment hereunder, the Borrowers shall at least seven (7) days prior to the date (or such other period as the Agent and the Issuing Borrowers shall agree) on which such Proposed New Bank proposes to provide join this Agreement notify the Agent of the name of the Proposed New Bank and the amount of its proposed Commitment and deliver a duly completed joinder agreement with respect to such Proposed New Bank in form and substance acceptable to Agent (the “New Bank Joinder”), together with a processing and recordation fee of $3,500. Upon the consent of the Agent to a Proposed New Bank joining this Agreement (which consent shall not be unreasonably withheld or delayed), such Proposed New Bank shall join this Agreement pursuant to the provisions of subsection 9.6(j), including that its minimum Commitment be at least $5,000,000 or such lesser amount as the Agent shall agree.
(i) Following any increase in Commitments pursuant to this subsection 2.14(d), the Agent shall send to the Banks and the Borrowers a revised Schedule I setting forth each Bank’s new Commitment, by submitting . Such schedule shall replace the existing Schedule I if no Bank objects thereto within ten (10) days of its receipt thereof.
(ii) Notwithstanding anything to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is contrary in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bankthis subsection 2.14(d), (x) the Borrowers may not request an increase in the case Commitments if at the time of each such Lender (an “Increasing Lender”), its Commitment request a Default or Event of Default shall be increased to the amount set forth in such Increase Supplement, exist and (y) no increase in the case Commitments (including by way of each such other Person (the addition of a “Proposed New Lender”), such New Lender Bank) shall become a party hereto and have effective if on the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each date that such increase would become effective, a Default or Event of the aggregate Commitments Default shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseexist.
Appears in 1 contract
Sources: Credit Agreement (West Pharmaceutical Services Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $2,500,000, and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Datemay, at its sole costoption, expense and efforton up to four occasions following the Effective Date, request any one or more of the Lenders to increase its Commitment (the decision seek to increase the aggregate Commitments by up to an aggregate amount of $75,000,000 (resulting in a maximum aggregate Commitment of a Lender $200,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall be within in the sole and absolute discretion form of such Lender), Exhibit C or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement form approved by the Administrative Agent and signed by the Issuing BankBorrower and shall be delivered at a time when no Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (xwhich may be declined by any Lender in its sole discretion) in the case of each such Lender (an “Increasing Lender”), its aggregate Commitment shall be increased on either a ratable basis to the amount set forth in such Increase Supplement, (y) in the case of each such Lenders or on a non pro-rata basis to one or more Lenders and/or to other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 Lenders or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay entities reasonably acceptable to the Administrative Agent, for . No increase in the account of each aggregate Commitment shall become effective until the existing or new Lenders extending such other Lender, such incremental Commitment amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Any increase of the total Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other items documents as it shall the Administrative Agent may reasonably request in connection with such increaserequest.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduce, reduce the Commitments, provided that (i) each reduction in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $500,000, and the total Commitments may not be reduced to less than an aggregate of $50,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the total Revolving Credit Exposures would exceed the total Maximum Loan Available Amount as reduced. After any reduction in the Commitments, (ii) each such reduction of the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any reduction of the Commitments shall be permanent and each permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The So long as the Borrower may at any time is not then in Default, and from time to time the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, prior to the Maturity DateJanuary 14, at its sole cost, expense and effort2017, request any one that the Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to smaller amounts as the Administrative Agent and the Issuing Bank to provide a new Commitmentmay approve), by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by (b) the Borrower has not previously reduced the Commitments, and each such Lender or other Person, as (c) the case may beaggregate Commitments do not exceed $500,000,000.00 (the “Maximum Commitment”). If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and Borrower requests that the Issuing Banktotal Commitments be increased, the Administrative Agent shall execute such Increase Supplement use its best efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Administrative Agent shall deliver a copy thereof may obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders. The Borrower and each such Lender or other PersonCredit Party shall execute an amendment to this Agreement, additional Notes and other documents as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and may reasonably require to evidence the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple Commitments, the addition of $1,000,000;
(iii) new Real Property to the Unencumbered Pool, if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)applicable, and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account admission of each such other Lender, such amount additional Persons as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all formsLenders, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increasenecessary.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the their respective Maturity DateDate(s).
(b) The Borrower may at any time terminateonly reduce the Revolving Commitments, or without the prior written consent of the Administrative Agent and all of the Lenders, in the following circumstances: the Borrower may from time to time reduce, reduce the Revolving Commitments, provided that (i) each reduction in the Revolving Commitments shall be in an amount that is at least $25,000,000 and an integral multiple of $5,000,000, and the Revolving Commitments may not be reduced to less than $100,000,000 unless the Revolving Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the total Revolving Credit Exposures would exceed the total Maximum Loan Available Amount less the outstanding balance of all of the Term Loans. After any reduction in the Revolving Commitments, (ii) each such reduction of the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination . Any reduction of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Revolving Commitments shall be permanent and each permanent. Each reduction of in the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Revolving Commitments without the notice required above being delivered to Administrative Agent as set forth above.
(d) The Provided no Default or Event of Default shall then be in existence, the Borrower may shall have the right, on one or more occasions, to elect to increase the Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than Twenty-Five Million Dollars ($25,000,000) or in increments of Twenty-Five Million Dollars ($25,000,000) in excess thereof, (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed Eight Hundred Fifty Million Dollars ($850,000,000), and (iii) any such requests for an increase in the Total Commitment must be received at any time and from time to time least fifteen (15) Business Days prior to the then applicable Revolving Loan Maturity Date or Term Loan Maturity Date. Any such increase in the Total Commitment shall be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment; provided further, however, at its sole costBorrower’s option, expense and effortBorrower may request that any such requested increase in the amount of the Total Commitments be effected through an increase in the Revolving Commitments, request any an increase in the Term Commitments, or the addition of one or more new term loan facilities provided any such new term facilities shall satisfy the Incremental Conditions (and, in such event, all references in this Section 2.08 to any increase in the Commitments (or any Revolving Commitment or Term Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such increased or incremental new term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the Lenders terms and provisions of this Section 2.08 and (2) in addition to the items specified below, the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. Any new term loan facility shall have a maturity no earlier than the Term Loan Maturity Date. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (the which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Arranger, in consultation with the Borrower, will use its best efforts to arrange for other financial institutions to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitment requested by the Borrower and not accepted by the existing Lenders, and the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to be within the sole become Lenders, in each case, pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and absolute discretion of such Lender), or any other Person substance reasonably satisfactory to the Administrative Agent and its counsel. If the Issuing Bank Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among any new tranche of term loans and the Revolving Loan. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to provide increase their Commitments) and the Increase Effective Date and Section 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects (except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists or would result therefrom, (ii) the Borrower and each new CommitmentLender shall have executed and delivered a Lender Joinder Agreement and such other amendments, instruments, documents and agreements as the Administrative Agent may reasonably have requested to implement the increase; (iii) the Borrower shall have paid such arrangement fees to the Arranger as the Borrower and the Arranger may agree; (iv) if requested by submitting the Administrative Agent, the Borrower shall deliver to the Administrative Agent and the Issuing Bank Lenders an Increase Supplement duly executed by the Borrower opinion or opinions, in form and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects substance reasonably satisfactory to the Administrative Agent and the Issuing BankAgent, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof from counsel to the Borrower reasonably satisfactory to the Agent and each dated such Lender date; and (v) no Default or other PersonEvent of Default exists. Existing Lenders may, as necessary, receive a prepayment of amounts of the case may beRevolving Loan outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Loan ratable with any revised Revolving Loan Applicable Percentages arising from any non-ratable increase in the Revolving Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Commitments. Upon execution and delivery The amount of any increase in any of the Term Loans or new tranche of term loans will be funded on such Increase Supplement Effective Date or as otherwise agreed by the Borrower, the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with applicable Lenders providing such increase.
Appears in 1 contract
Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, Commitments of any Class; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000 the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Company will not terminate or reduce the Global Tranche Commitments if, after giving effect to any concurrent prepayment of the Global Tranche Loans in accordance with Section 2.10, the aggregate Global Tranche Credit Exposures would exceed the aggregate Global Tranche Commitments and (iii) the Company shall not terminate or reduce the US/UK Tranche Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below US/UK Tranche Loans in accordance with Section 2.10, the LC Commitment shall be automatically reduce aggregate US/UK Tranche Credit Exposures would exceed the LC Commitment on a dollar for dollar basisaggregate US/UK Tranche Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the Canadian Administrative Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments of any Class shall be permanent and permanent. Except as provided in Section 2.08(e), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.
(d) The Borrower may at any time and from time to time prior Company may, by written notice to the Maturity Date, at its sole cost, expense and effortAdministrative Agent, request that the total Commitments under any one or more Tranche be increased (a "Commitment Increase") by an amount for each increased Tranche of not less than US$25,000,000; provided that the aggregate amount of increases under all Tranches pursuant to this sentence shall not exceed the excess of (A) $250,000,000 over (B) the aggregate amount by which new Commitments of any Class established pursuant to Section 2.08(e) shall exceed the simultaneous reductions in the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders participating in such new Class. Such notice shall set forth the amount of the requested increase in each Tranche, and the date (the "Increase Effective Date") on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 45 days after the date of such notice), and shall offer each Lender holding a Commitment under each applicable Tranche the opportunity to increase its Commitment (in such Tranche by its Tranche Percentage of the decision proposed increased amount. Each such Lender shall, by notice to the Company and the Administrative Agent given not more than 5 Business Days after the date of the Company's notice, either agree to increase its applicable Commitment by all or a portion of the offered amount (each Lender so agreeing being an "Increasing Lender" with respect to such Tranche) or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of 5 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have declined being a "Non-Increasing Lender" with respect to such Tranche). In the event that on the 5th Business Day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments under any Tranche by an aggregate amount less than the increase in the total Commitments requested by the Company, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender" with respect to such Tranche), which may include any Lender, to extend Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to be within the sole and absolute discretion approval of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank to provide a new Commitment, by submitting to (which approval shall not be unreasonably withheld) and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent and the Issuing Bank Company shall reasonably specify to evidence the Commitment of such Augmenting Lender and its status as a Lender hereunder. On the Increase Effective Date, (A) the aggregate principal amount of the Loans outstanding under each Tranche under which a Commitment Increase will become effective (the "Initial Loans" under such Tranche) immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (B) after the effectiveness of the Commitment Increase, the Borrowers holding Commitments under such Tranche shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an Increase Supplement duly executed by aggregate principal amount equal to the Borrower aggregate principal amount of the Initial Loans under such Tranche and each such Lender or other Person, as of the case may be. If such Increase Supplement is types and for the Interest Periods specified in all respects reasonably satisfactory a Borrowing Request delivered to the Administrative Agent and the Issuing Bankin accordance with Section 2.03, the Administrative Agent (C) each Lender under such Tranche shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof pay to the Borrower and each such Lender or other PersonApplicable Agent in same day funds an amount equal to the difference, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bankif positive, between (x) in the case of each such Lender Lender's Tranche Percentage (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately calculated after giving effect to any the Commitment Increase) of the Subsequent Borrowings and (y) such increaseLender's Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, then simultaneously with (D) after the Applicable Agent receives the funds specified in clause (C) above, the Applicable Agent shall pay to each Lender under such increase Tranche the portion of such funds that is equal to the difference, if positive, between (1) such Lender's Tranche Percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (2) such Lender's Tranche Percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (E) each such Non-Increasing Lender, each New Increasing Lender and each other Augmenting Lender shall be deemed to have entered into a master assignment hold its Tranche Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and assumption, in form and substance substantially similar to Exhibit A, pursuant to which (F) each such other Lender applicable Borrower shall have assigned to pay each such Increasing Lender and each such New Non-Increasing Lender a portion any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (A) above in respect of its Commitmenteach Eurocurrency Loan or B/A Equivalent Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs actually result therefrom. Notwithstanding the foregoing, Loans and LC Exposure necessary to reflect proportionately no increase in the Commitments as adjusted under any Tranche (or in accordance with any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this subsection Section unless, (d)A) on the date of such increase, the conditions set forth in paragraphs (a) and (2b) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as Section 4.02 shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date satisfied and the Administrative Agent shall have received a certificate to that effect dated such certificates date and executed by a Financial Officer of the Company, and (B) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered pursuant to Section 4.01 as to the corporate power and authority of the applicable Borrowers to borrow hereunder after giving effect to such increase.
(e) Notwithstanding anything in Section 10.02 or elsewhere in this Agreement to the contrary, in the event the Company shall desire to designate after the date hereof as Borrowing Subsidiaries hereunder one or more Subsidiaries organized under the laws of Canada or any political subdivision thereof and shall determine that payments of interest or fees by any such Subsidiary to one or more of the Global Tranche Lenders would be subject to withholding taxes if made under the arrangements provided for herein, the Company may request Lenders selected by it that would be able to receive such payments free of withholding taxes to establish hereunder an additional Class of Commitments under which Loans would be made available to such Borrowing Subsidiaries and, if the Company shall so elect, to the Company and one or more other items as it shall reasonably request Borrowing Subsidiaries, and, subject to the provisions of the following sentence, the Company may increase total Commitments in connection with the establishment of such increaseClass. Subject to the provisions of this paragraph, any such additional Class of Commitments may be established by a written amendment to this Agreement entered into by the Company, the Administrative Agent and each Lender that shall agree to provide a Commitment of such Class, and shall not require the consent of any other Lender; provided, that: (i) the aggregate outstanding principal amount of the new Commitments of any Class established pursuant to this paragraph shall not, without the consent of the Required Lenders, exceed the sum of (A) US$250,000,000 minus the aggregate amount by which the Commitments shall theretofore have been increased pursuant to paragraph (d) above and (B) the aggregate amount of any simultaneous reductions of the Global Tranche Commitments and/or the US/UK Tranche Commitments of the Lenders extending Commitments as part of such new Class (and any such reductions may, notwithstanding any other provision of this Agreement, be effected by the amendment agreement establishing such new Class without any corresponding reduction of the Commitments of the other Global Tranche Lenders or US/UK Tranche Lenders, as the case may be); and (ii) the terms applicable to the Commitments and Borrowings of any new Class shall be the same as those applicable to the original Classes except as required or deemed appropriate by the Company and the Administrative Agent to make the Commitments and Loans of such new Class available to the intended Borrowing Subsidiaries. Any such amendment agreement shall, subject to the preceding sentence, amend the provisions of this Agreement and the other Loan Documents to set forth the terms of such new Class and the Borrowings thereunder and make such other amendments to this Agreement (including to Sections 2.17, 7.02, 7.03 and 10.02) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to make the benefits of this Agreement available to the Lenders participating in such new Class. Further, any such amendment agreement shall amend the provisions of this Agreement (including the definition of Excluded Taxes and Section 2.16) as shall be necessary or appropriate in the judgment of the Company and the Administrative Agent to ensure that payments by or to Lenders participating in such new Class shall not be subject to withholding taxes imposed by Canada and the United States in effect on the date each such Lender becomes a participant in the new Class. The Commitments, Loans and Borrowings of any Class established pursuant to this paragraph shall constitute Commitments, Loans and Borrowings under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees created by the Subsidiary Guarantee Agreement to the extent provided therein.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $US$1,000,000 and not less than $US$5,000,000 and (iiiii) the Company shall not terminate or reduce the Commitments if, after giving effect thereto and any reduction concurrent prepayment of the Commitments to an amount below Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce sum of the LC Commitment on a dollar for dollar basisRevolving Credit Exposures and the Competitive Loan Exposure would exceed the total Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower Company may at any time and from time to time prior time, by written notice to the Maturity Date, at its sole cost, expense Administrative Agent (which shall promptly deliver a copy to each of the Lenders) executed by the Company and effort, request any one or more financial institutions (which may include any Lender) that are willing to extend a Commitment or, in the case of the Lenders any such financial institution that is already a Lender, to increase its Commitment (the decision any such financial institution referred to increase the Commitment of a in this Section being called an “ Increasing Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall cause the total Commitments to be increased to by such new or incremental Commitments of the Increasing Lenders, in an amount set forth in such Increase Supplement, (y) in the case of for each such other Person (a “New Lender”), such New Increasing Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplementnotice; provided that:
that (i) immediately after giving effect thereto, the sum aggregate principal amount of all increases any increase in the aggregate total Commitments made pursuant to this Section 2.5(d) shall not be less than US $50,000,000 and the aggregate principal amount of all such increases shall not exceed $25,000,000;
US$400,000,000, (ii) each such increase Increasing Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the aggregate Commitments Company, the Administrative Agent and each of the Issuing Banks (which approval shall not be in an amount not less than $10,000,000 unreasonably withheld or such amount plus an integral multiple of $1,000,000;
delayed) and (iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. New Commitments and increases in Commitments created pursuant to this Section shall become effective (A) in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section and each other (B) in the case of an Increasing Lender not already a Lender under this Agreement, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary been amended to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment increased Commitment of such Eurodollar Borrowings for purposes Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section 3.6;
unless (ivi) each such other Person shall have delivered to the Administrative Agent shall have received documents consistent with those delivered under paragraphs (b) and (c) of Section 4.01 as to the Borrower corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all forms, if any, that are required references in such paragraphs to a Borrowing being deemed to be delivered by references to such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered increase and without giving effect to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such certificates date and other items as it executed by a Financial Officer of the Company. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall reasonably request continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrowers shall so elect, refinanced with new Revolving Loans made pursuant to Section 2.01(a) ratably in connection accordance with the Commitments in effect following such extension or increase.
Appears in 1 contract
Sources: Credit Agreement (Brown Forman Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (ii) the Term Loan Commitments shall terminate immediately upon the funding of the Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Borrowers may at any time terminateterminate the Revolving Commitments upon (i) the payment in full in cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Issuing Bank with a cash deposit (or at the discretion of the Issuing Bank a back-up standby letter of credit satisfactory to the Issuing Bank) equal to 103% of the LC Exposure as of such date), (iii) the payment in full in cash of the accrued and unpaid fees and (iv) the payment in full in cash of all reimbursable expenses and all other Obligations in cash together with accrued and unpaid interest thereon. The Borrowers may from time to time reduce, reduce the Commitments, Revolving Commitments of any Class; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of the Equivalent Amount of $1,000,000 and not less than the Equivalent Amount of $5,000,000 and (iiiii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (x) any reduction Lender’s EUR Revolving Credit Exposure would exceed such Lender’s EUR Revolving Commitment, (y) any Lender’s U.S. Revolving Credit Exposure (plus the aggregate amount of such Lender’s EUR Revolving Credit Exposure) would exceed such Lender’s U.S. Revolving Commitment or (z) the sum of the Commitments to an amount below total Revolving Credit Exposures would exceed the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basistotal Revolving Commitments.
(c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.
(d) The Borrower may Borrowers shall have the right (exercisable at any time and from time to time prior time) to increase the Commitments by obtaining additional Commitments in U.S. Dollars or Euros, by up to an aggregate amount equal to the Maturity DateEquivalent Amount of $400,000,000, at its sole costin the form of a Revolving Loan, expense and efforta Term Loan or a new term loan, request any either from one or more of the Lenders or another lending institution acceptable to Administrative Agent; provided that the aggregate amount of the proceeds of any Term Loan Refinancing shall be excluded for purposes of calculating the aggregate amount of additional Commitments issued pursuant to this Section 2.09(d); provided, further, that (i) any such request for an increase its Commitment (the decision to increase the Commitment of shall be in a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory minimum amount equal to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery Equivalent Amount of such Increase Supplement by the Administrative Agent and the Issuing Bank$25,000,000, (xii) in the case any such new Lender assumes all of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto“Lender” hereunder, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increasethe procedures described in Section 2.09(d), then simultaneously with such increase 2.09(e) and 2.09(f) have been satisfied, (1iv) each such Increasing Lender, each New Lender and each other no Lender shall be deemed required or obligated to have entered into increase its commitment and (v) in the case of Loans to be made under a master assignment and assumptionnew term loan facility (a “Term Loan Facility”), (A) this Agreement shall be amended, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay acceptable to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment addition of such Term Loan Facility, (B) all Loans made under such Term Loan Facility shall have a weighted average life to it maturity not shorter than the remaining weighted average life to maturity of then-existing Term Loans, (C) the interest margin for Loans made under such Term Loan Facility may be priced differently than the Revolving Loans, the Term Loans, and/or any other loans made under the Term Loan Facility, (D) the Loans made under such Term Loan Facility shall rank equally in right of payment with all other remaining Loans, including, without limitation, pursuant to Section 2.18 of this Agreement (unless otherwise agreed by the Lenders making Loans under the Term Loan Facility), and (E) any other terms and provisions applicable to such Term Loan Facility (including, without limitation, the terms and provisions relating to repayments and prepayments with respect to Loans made under such Term Loan Facility) shall be substantially the same as (and in connection with any event not more favorable than) the Revolving Loans, the Term Loans and any other term loans issued hereunder prior to such master assignment each date and shall otherwise be in form and substance satisfactory to the Administrative Agent, the Borrowers, and the Lenders participating in such Term Loan Facility; provided that, the terms and conditions applicable to any such Term Loan Facility maturing after the Term Loan Maturity Date may provide for material additional or different financial or other Lender may treat covenants or prepayment requirements applicable only during periods after the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;Term Loan Maturity Date.
(ive) each Any amendment hereto for such other Person an increase or addition pursuant to Sections 2.09(d), 2.09(e) and 2.09(f) shall have delivered be in form and substance satisfactory to the Administrative Agent (and the Borrower all formsLender(s) being added or increasing their Commitment) and shall only require the written signatures of the Administrative Agent, if anythe Borrowers and the Lender(s) being added or increasing their Commitment. As a condition precedent to each such increase, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower Borrowers shall have delivered deliver to the Administrative Agent with such legal opinions and other documents reasonably requested by Administrative Agent, including, without limitation, a certificate (in sufficient copies for each Lender Lender) signed by an authorized officer of Borrowers (i) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such increase and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default or Event of Default has occurred and is continuing and each of the other conditions set forth in Section 4.02 have been satisfied and (C) Borrowers are in compliance on a certificate of a Financial Officer demonstrating pro forma compliance basis (assuming such increase was made on the last day of the applicable period) with the terms covenants set forth in Section 6.11, recomputed for the most recent quarter for which financial statements have been delivered pursuant to calculations and detail acceptable to Administrative Agent.
(f) Within a reasonable time after the effective date of this Credit Agreement through the Maturity Date and any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase and shall have received distribute such certificates revised Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. On the Business Day following any such increase of the Revolving Commitments, all outstanding Revolving Loans and other items as it outstanding advances shall reasonably request be reallocated among the Revolving Lenders (including any newly added Lenders) in connection accordance with the Revolving Lenders’ respective revised Applicable Percentages. Eurodollar Borrowings shall not be reallocated among the Revolving Lenders prior to the expiration of the applicable Interest Period in effect at the time of any such increase.
(g) Parent may, upon not less than twenty (20) Business Days’ notice from Parent to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate the status of any Borrower (other than Parent) as a Borrower, if and only if (i) there are no outstanding Loans or LC Exposure outstanding with respect to such Borrower or other amounts payable by such Borrower on account of any Loans made to it or Letters of Credit issued for its account as of the effective date of such termination (unless such Loans and other Obligations have been assumed by another Borrower and certified as such to the Administrative Agent) and (ii) such Borrower shall become a Loan Guarantor if it is required to do so pursuant to Section 5.09(a) prior to or contemporaneously with the effective date of such termination. The Administrative Agent shall promptly notify the Lenders of any such termination of such Borrower’s status as a borrower.
Appears in 1 contract
Sources: Credit Agreement (Schweitzer Mauduit International Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Viacom may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided, provided however, that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such partial reduction of the Commitments shall be in an a minimum principal amount that is an of $10,000,000 and in integral multiple multiples of $1,000,000 and not less than $5,000,000 in excess thereof and (iiiii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of no such termination or reductionreduction shall be made if, specifying such election after giving effect thereto and to any prepayments of the Loans made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable2.13(a).
(b) Except as otherwise provided in Section 2.21, provided that a notice of termination of each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Facility Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.
(dc) The Borrower may Viacom shall have the right at any time and from time to time prior to increase the Maturity Date, at its sole cost, expense and effort, request any Total Commitments to an aggregate amount not to exceed $1,950,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Lenders to increase its Commitment Administrative Agent (the decision to increase which consent shall not be unreasonably withheld); provided further, the Commitment of a Lender any bank or other financial institution pursuant to clause (i) above, shall be within in an aggregate principal amount at least equal to $10,000,000; provided further, the sole and absolute discretion amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000.
(d) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.13 above shall execute a New Lender Supplement (each, a "New Lender Supplement") with Viacom and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender.
(e) Any increase in the Total Commitment pursuant to clause (c)(ii) of this Section 2.13 shall be effective only upon the execution and delivery to Viacom and the Administrative Agent of a commitment increase letter in substantially the form of Exhibit H hereto (a "Commitment Increase Letter"), or any other Person reasonably satisfactory which Commitment Increase Letter shall be delivered to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting not less than five Business Days prior to the Administrative Agent Commitment Increase Date and shall specify (i) the Issuing Bank an Increase Supplement duly executed by amount of the Borrower and each such Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery amount of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) any increase in the case Commitment of each any Lender and (ii) the date such Lender increase is to become effective (an “Increasing Lender”the "Commitment Increase Date"), its Commitment shall be increased to the amount set forth in such Increase Supplement, .
(yf) Any increase in the case of each such other Person (a “New Lender”), such New Lender Total Commitment pursuant to this Section 2.13 shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall not be as set forth in such Increase Supplement; provided thateffective unless:
(i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing on the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000Commitment Increase Date;
(ii) each such increase of the aggregate Commitments representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an amount not less than $10,000,000 or earlier date in which case such amount plus an integral multiple representations and warranties shall be true and correct in all material respects as of $1,000,000such earlier date;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as it shall reasonably request to the taking of any corporate action necessary in connection with such increaseincrease and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitments pursuant to this Section 2.13 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.13(f).
(g) No Lender shall at any time be required to agree to a request of Viacom to increase its Commitment or obligations hereunder.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Commitment of each Lender shall reduce automatically and without further action upon the making by such Lender of any Loan by an amount equal to the principal amount of such Loan and (ii) the Commitments shall terminate automatically and without further action on the Maturity Commitment Outside Date.
(b) The Borrower may at any time Company may, upon prior written notice to the Administrative Agent specifying the effective date thereof, terminate, or from time to time permanently reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is not less than the Borrowing Minimum and an integral multiple of $1,000,000 and not less than $5,000,000 and the Borrowing Multiple (iii) any reduction or, if less, the entire remaining amount of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisCommitments).
(c) The Borrower shall notify Promptly following receipt of notice from the Administrative Agent of any election Company pursuant to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any noticeSection, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the completion of other transactions, in which case such notice may be revoked or extended by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfiedsatisfied or the satisfaction of such condition is delayed. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(di) The Borrower may at Company, the Administrative Agent and any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory qualifying as an Eligible Assignee or any combination of such Lenders and such Persons (collectively, “Increasing Lenders”), may (in their sole discretion) enter into one or more amendment agreements substantially in the form of Exhibit D hereto (each an “Accession Agreement”) without further approval of the other Lenders, pursuant to which the Administrative Agent and the Issuing Bank Increasing Lenders agree to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender establish or other Personincrease, as the case may be. If , Commitments in an aggregate amount for all Commitments so established or increased pursuant to this paragraph during the term of this Agreement not to exceed US$100,000,000; provided that:
(A) each such Increase Supplement is increase shall be in all respects reasonably satisfactory an amount equal to US$20,000,000 or an integral multiple of US$5,000,000 in excess thereof;
(B) if requested by any Increasing Lender, the Company shall execute and deliver to the Administrative Agent (1) board resolutions of the Company certified by its secretary or assistant secretary authorizing such increase and (2) a legal opinion of either the Issuing Bank, General Counsel of the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof Company or special counsel to the Borrower and each such Lender or other PersonCompany as to the due authorization, as the case may be. Upon execution and delivery of this Agreement, as modified by such Increase Supplement by increase, the enforceability thereof and the absence of conflicts with the organizational documents and material agreements of the Company, all in form and substance substantially similar to such opinions delivered on the Closing Date in satisfaction of Section 4.01(a)(ii);
(C) the Company shall deliver to the Administrative Agent a certificate of an Authorized Representative certifying that no Default or Event of Default then exists or would arise as a result of any such increase; and
(D) if such Increasing Lender is not already a Lender hereunder, each Increasing Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned).
(ii) Upon the execution, delivery and acceptance of the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”documents required by this Section 2.06(d), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Increasing Lender shall become a party hereto and have all the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseAgreement.
Appears in 1 contract
Sources: Term Loan Agreement (V F Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the The Commitments shall automatically terminate on the Maturity Termination Date.
(b) The Upon at least three Business Days' prior irrevocable telecopy notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the CommitmentsTotal Commitment; provided, provided however that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such partial reduction of the Commitments Total Commitment shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum principal amount of $5,000,000 and (iiiii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically Borrower may not terminate or reduce the LC Total Commitment on a dollar for dollar basisif, after giving effect to such termination or reduction, the Total L/C Exposure would exceed the Total Commitment.
(c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower shall notify pay to the Administrative Agent for the account of any election to terminate the Banks, on the date of each termination or reduce reduction of the Commitments, the Commitment Fees on the amount of the Commitments under paragraph (b) of this Section at least three Business Days prior to so terminated or reduced accrued through the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Subject to Section 6.01, the Borrower may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision elect to increase the Total Commitment up to a maximum amount of $500,000,000 either (i) by designating a Lender to be within bank or other financial institution not at the sole and absolute discretion time of such Lenderdesignation a Bank to become a Bank or (ii) by agreeing with an existing Bank that such Bank's Commitment shall be increased; provided, that (A) the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of each Issuing Bank (which consent, in each case, shall not be unreasonably withheld), (B) no Default or Event of Default shall have occurred and be continuing prior to or after giving effect to any increase pursuant to this Section 2.09(d) and (C) any increase shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000. Upon execution and delivery by the Borrower and such existing Bank or other Person bank or financial institution of an instrument of assumption reasonably satisfactory to the Administrative Agent and the Issuing Agent, such existing Bank to provide shall have a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, Commitment as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount therein set forth in such Increase Supplement, (y) in the case of each or such other Person (a “New Lender”), such New Lender bank or financial institution shall become a party hereto Bank with a Commitment as therein set forth and have all the rights and obligations of a Lender under the Loan Documents and its Bank with such a Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases hereunder. Upon any increase in the aggregate Commitments made Total Commitment pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) 2.09(d), the L/C Exposure of each such increase of the aggregate Commitments Bank shall be in an amount not less than $10,000,000 or such amount plus an integral multiple automatically adjusted to reflect the new Commitment Percentage of $1,000,000;
(iii) if Loans would be outstanding immediately each Bank, after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender Schedule 1.01A shall be deemed amended to have entered into a master assignment and assumption, in form and substance substantially similar give effect to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date increase and the Administrative Agent shall have received such certificates circulate to each Bank and other items as it shall reasonably request in connection with the Borrower a revised Schedule 1.01A incorporating the effects of such increase.
Appears in 1 contract
Sources: Letter of Credit Issuance and Reimbursement Agreement (Lucent Technologies Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, provided that (i) the Borrower Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Total Credit Exposures would exceed the total Commitments, Aggregate Commitment and (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis5,000,000.
(c) [Intentionally Omitted].
(d) Provided that at the time of and immediately after giving effect thereto, no Default shall exist and be continuing, the Company may at any time and from time to time, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent to provide a new Commitment, by submitting to the Administrative Agent an Increase Supplement duly executed by each Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, it shall execute such Increase Supplement and deliver a copy thereof to the Company and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, (i) in the case of each such Lender, its Commitment shall be increased to the amount set forth in such Increase Supplement and (ii) in the case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided, however, that on the effective date of any increase in the Commitments:
(A) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $500,000,000;
(B) each such increase shall be in an amount not less than $50,000,000 or such amount plus an integral multiple of $10,000,000;
(C) (i) each such increasing Lender and each such other Person shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) each Borrower shall be deemed to have repaid and reborrowed all of its outstanding Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company on behalf of such Borrower, in accordance with the requirements of Section 2.3). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by such Borrower pursuant to the provisions of Section 3.6 if the deemed payment occurs other than on the last day of the related Interest Periods;
(D) each such other Person shall have delivered to the Administrative Agent and the Company all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7(c); and
(E) the representations and warranties of the Borrowers set forth in Article 4 shall be true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the effective date of any increase in the Commitments except to the extent that any such representations and warranties expressly relate to an earlier date (including those contained in Sections 4.4(a), 4.4(b) and 4.8), in which case such representations and warranties shall have been true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall have been true and correct in all respects) on and as of such earlier date (and the Administrative Agent shall have received such evidence and other related documents as the Administrative Agent may reasonably request with respect to the Borrowers’ authorization of the increase and their respective obligations hereunder).
(e) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and and, except as provided in Section 2.8, each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 1 contract
Sources: Credit Agreement (Allstate Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower Parent may at any time terminate, or from time to time reduce, the Commitments, provided that but (i) each reduction of the Borrower Revolving Commitments shall be in an amount of at least $5,000,000 and that is an integral multiple of $1,000,000 and (ii) the Parent shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.72.09, the sum of the Credit Revolving Exposures would exceed the total Revolving Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower Parent shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section Section, at least three Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Parent pursuant to this Section shall be irrevocable, provided that ; but a notice of termination of the Revolving Commitments delivered by the Borrower Parent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Parent (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination of the Revolving Commitments shall be permanent and each permanent; any reduction of the Revolving Commitments shall be permanent, subject to increases pursuant to Section 2.07(d). Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.
(d) The Borrower may at any time If no Default or Event of Default shall have occurred and be continuing, the Parent shall have the right, without the consent of the Lenders, to effectuate from time to time prior before the termination of the Revolving Commitments an increase in the total of the Revolving Commitments by adding to the Maturity Date, at its sole cost, expense and effort, request any this Agreement one or more commercial banks or other financial institutions approved by each of the Parent, the Administrative Agent, the Issuing Bank and the Swingline Lender (who shall, upon completion of the requirements stated in this paragraph, constitute Lenders hereunder), or by allowing one or more Lenders to increase its Revolving Commitment hereunder, so that such added and increased Revolving Commitments shall equal the increase in the total of the Revolving Commitments effectuated pursuant to this paragraph; but (1) anything to the decision contrary in this Agreement notwithstanding, in no event shall the Loans outstanding at any time exceed $200,000,000, (2) no Lender’s Revolving Commitment shall be increased without the consent of such Lender, (3) on the effective date of any such increase in the total of the Revolving Commitments, there are no outstanding Eurocurrency Loans (that is, any outstanding Eurocurrency Loans must be prepaid as of such effective date) and (4) any new Lender’s Revolving Commitment shall be at least $5,000,000. Each party hereto hereby consents to the amendment of this Agreement to reflect any such increase and such additional or changed Revolving Commitments. The Parent shall give the Administrative Agent, the Issuing Bank and the Swingline Lender three Business Days’ notice of the Parent’s intention to increase the Commitment total of the Revolving Commitments pursuant to this paragraph. Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Revolving Commitments that will result, and such other information as is reasonably requested by the Administrative Agent. Each new commercial bank or other financial institution, and each Lender agreeing to increase its Revolving Commitment, shall execute and deliver to the Administrative Agent and the Borrowers a Lender to be within the sole and absolute discretion of such Lender), or any other Person document reasonably satisfactory to the Administrative Agent and the Issuing Bank Parent pursuant to provide which it becomes a party hereto or increases such Revolving Commitment, as the case may be, which document, in the case of a new Commitmentcommercial bank or other financial institution, by submitting shall (among other matters) specify the domestic lending office and Eurocurrency lending offices of such new commercial bank or other financial institution, and shall deliver to the Administrative Agent an Administrative Questionnaire. In addition, the Borrowers shall execute and deliver a Note in the Issuing Bank an Increase Supplement duly executed by principal amount of the Borrower and Revolving Commitment of each such Lender new commercial bank or other Personfinancial institution, or, against delivery to it of such Lender’s existing Note, a replacement Note in the principal amount of the increased Revolving Commitment of each Lender agreeing to increase its Commitment, as the case may be. If such Increase Supplement is Such Notes and other documents of the nature referred to in all respects reasonably satisfactory this paragraph shall be furnished to the Administrative Agent in form and substance as may be reasonably required by it. Upon the Issuing Bankexecution and delivery of such documents, the Administrative Agent such new commercial bank or financial institution shall execute constitute a “Lender” under this Agreement with a Revolving Commitment as specified therein, or such Increase Supplement and the Administrative Agent Lender’s Revolving Commitment shall deliver a copy thereof to the Borrower and each such Lender or other Personincrease as specified therein, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.8, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and Agent, the Issuing Bank and the Swingline Lender to provide a new Commitment, by submitting to the Administrative Agent and Agent, the Issuing Bank and the Swingline Lender an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent Agent, the Issuing Bank and the Issuing BankSwingline Lender, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent Agent, the Issuing Bank and the Issuing BankSwingline Lender, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases (other than any increase in any Lender’s Commitment in order to replace another Lender pursuant to Section 3.8(b)) in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000100,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans Loans, LC Exposure and LC Swingline Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and;
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase;
(vi) the representations and warranties of the Borrower set forth in the Loan Documents (other than the representations and warranties in Section 4.4(b), Section 4.5 and Section 4.6 of this Agreement) shall be true and correct on and as of the date of such Increase Supplement, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date; and
(vii) at the time of and immediately after giving effect to such increase in Commitments, no Default shall have occurred and be continuing.
Appears in 1 contract
Sources: Credit Agreement (Cleco Power LLC)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Commitment Termination Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $25,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.08, the sum of the total Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) . The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under this paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each such notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(dc) The Borrower may may, at any time and from time to time prior by notice to the Maturity DateAdministrative Agent, at its sole cost, expense and effort, request any one or more of propose an increase in the Lenders to total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”) in each case with the approval of the Administrative Agent (not to be unreasonably withheld), its which notice shall specify the name of each Increasing Lender and/or Assuming Lender, as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which shall be increased a Business Day at least three Business Days after delivery of such notice and 30 days prior to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”Commitment Termination Date), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) the minimum amount of the increase of the Commitment of any Increasing Lender, and the minimum amount of the Commitment of any Assuming Lender, as part of any Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000;
(ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $300,000,000;
(iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and
(iv) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (A) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this paragraph (c) have been satisfied and (B) an agreement, in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, the Commitment of each such Increasing Lender shall be increased or each such Assuming Lender, as applicable, shall undertake a Commitment, duly executed by such Increasing Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Lender and/or Assuming Lender referred to in clause (B) above, together with the certificate referred to in clause (A) above, the Administrative Agent shall record the information contained in each such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date the Borrower shall simultaneously (i) prepay in full the outstanding Loans (if any) held by the Lenders immediately prior to giving effect to the relevant Commitment Increase, (ii) if the Borrower shall have so requested in accordance with this Agreement, borrow new Loans from all Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the sum of all increases Loans are held ratably by the Lenders in the aggregate accordance with their respective Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1Commitment Increase) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2iii) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for Lenders the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all formsamounts, if any, that are required to be delivered by such other Person pursuant to payable under Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase2.13.
Appears in 1 contract
Sources: Credit Agreement (Friedman Billings Ramsey Group Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments Commitment of each Lender shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and may, from time to time prior to the Maturity Datetime, at its option, seek to increase the total Commitments by up to an aggregate amount of $250,000,000 (resulting in maximum total Commitments of $1,250,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (the amount of which shall not be less than $25,000,000 or such lesser amount as may be acceptable to the Administrative Agent) and shall be delivered at a time when no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole cost, expense and effort, request any discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), other Lenders or any other Person entities reasonably satisfactory acceptable to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may beBorrower. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) No increase in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender total Commitments shall become a party hereto effective until the existing or new Lenders extending such incremental Commitment amount and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and document in form reasonably satisfactory to the Administrative Agent (which shall include the Borrower’s representation that the conditions set forth in Section 4.02 are then satisfied) pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received such certificates and other items as it shall reasonably request by assigning Lenders pursuant to this Section in connection with such increase.respect of the principal amount of any Eurocurrency Loan shall, for purposes of
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Loan Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Loan Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Revolving Loan Commitments shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis5,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Revolving Loan Commitments shall be permanent and each permanent. Each reduction of the Revolving Loan Commitments shall be made ratably among the Lenders with Revolving Loan Commitments in accordance with their respective Revolving Loan Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity fourth anniversary of the Effective Date, at its sole costby written notice to the Administrative Agent, expense and effortwith the consent of the Required Lenders, request any that the Administrative Agent increase the total Revolving Loan Commitments (a “Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Revolving Loan Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, however, that (w) no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result thereof, (x) any New Lender that becomes party to this Agreement pursuant to this Section 2.08(d) shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Administrative Agent and consented to by the Borrower and (y) the other conditions set forth in this Section 2.08(e) below are satisfied. The Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrower. The aggregate amount of Revolver Increases shall not exceed $50,000,000 and no single such Revolver Increase shall be for an amount less than $1,000,000.
(e) On each Increase Date, (i) each New Lender that has chosen to participate in such Revolver Increase shall, subject to the conditions set forth in Section 2.08(d) hereof, become a Lender party to this Agreement as of such Increase Date and shall have a Revolving Loan Commitment in an amount equal to its share of the Revolver Increase and (ii) each Lender that has chosen to increase its Commitment (pursuant to Section 2.08(d) will have its Revolving Loan Commitment increased by the decision to increase amount of its share of the Commitment of a Lender to be within the sole and absolute discretion Revolver Increase as of such Lender)Increase Date; provided, however, that the Administrative Agent shall have (y) received from the Borrower all out-of-pocket costs and expenses incurred by the Administrative Agent or any Lender in connection with such Revolver Increase and (z) received on or before such Increase Date the following, each dated such date:
(i) certified copies of resolutions of the governing body of the Borrower approving the Revolver Increase and the corresponding modifications, if any, to the Financing Documents required under subclause (vi) below, together with a certificate of the Borrower certifying that there have been no changes to the constitutive documents of the Borrower since the Effective Date, or any other Person reasonably if there have been changes, copies certified by the Borrower of all such changes;
(ii) an assumption agreement from each New Lender participating in the Revolver Increase, if any, in form and substance satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment(each, an “Assumption Agreement”), duly executed by submitting to such New Lender, the Administrative Agent and the Issuing Bank an Borrower;
(iii) confirmation from each Lender participating in the Revolver Increase Supplement duly executed of the increase in the amount of its Revolving Loan Commitment, in form and substance satisfactory to the Administrative Agent;
(iv) a certificate of the Borrower certifying that no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such Revolver Increase;
(v) a certificate of the Borrower certifying that the representations and warranties made by the Borrower herein and each such Lender or in the other Person, as the case may be. If such Increase Supplement is Financing Documents are true and complete in all material respects with the same force and effect as if made on and as of such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and complete in all material respects as of such earlier date);
(vi) supplements or modifications to the Financing Documents and such additional Financing Documents, including any new Notes to New Lenders and replacement Notes to Lenders that agree to participate in such Revolver Increase, that the Administrative Agent reasonably satisfactory deems necessary in order to document such Revolver Increase and otherwise assure and give effect to the rights of the Administrative Agent and the Issuing BankLenders in the Financing Documents; and
(vii) such other documents, instruments and information as the Administrative Agent or its counsel shall reasonably deem necessary in connection with the Revolver Increase.
(f) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.08(d), the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum a settlement of all increases in outstanding Revolving Loans among the aggregate Lenders that will reflect the adjustments to the Revolving Loan Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
of the Lenders as a result of the Revolver Increase and (ii) each such increase notify the Lenders, any New Lenders participating in the Revolver Increase and the Borrower, on or before 1:00 p.m. (New York City time), by telecopier or telex, of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple occurrence of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required Revolver Increase to be delivered by effected on such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseIncrease Date.
Appears in 1 contract
Sources: Credit Agreement (Cubic Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.72.10, the sum of the Credit Revolving Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, at least three Business Days HOU:0050320/00182:1451919v12 prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.
(d) The Borrower may at At any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more expiration of the Lenders to increase its Commitment (Revolving Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, the decision Borrower may elect to increase the Commitment aggregate of a Lender the Commitments to be within an amount not exceeding $100,000,000 minus any reductions in the sole and absolute discretion Commitments pursuant to Section 2.07(b) hereof, provided that (i) the Borrower shall give at least fifteen (15) Business Days’ prior written notice of such Lender), or any other Person reasonably satisfactory increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the Issuing Bank right (but not the obligation) to provide a new Commitment, subscribe to its pro rata share of the proposed increase in the Commitments by submitting giving written notice of such election to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall deliver a copy thereof be required to increase its Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount contrary set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”Section 9.02 hereof), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person the addition of new Lenders shall have delivered be subject to the Administrative Agent terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lender (to the extent applicable, i.e. required approvals, minimum amounts and the Borrower all formslike), if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent with sufficient copies for each Agent, any new Lender or any Lender which is increasing its Commitment, (vi) no Lender shall have any right to decrease its Commitment as a certificate result of a Financial Officer demonstrating pro forma compliance with such increase of the terms aggregate amount of this Credit Agreement through the Maturity Date and Commitments, (vii) the Administrative Agent shall have received no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such certificates increase in the aggregate committed amount of the Commitments, and other items as it (viii) such option to increase the Commitments may only be exercised once. The Borrowers shall reasonably request be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increaseincrease in Commitments.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the their respective Maturity DateDate(s).
(b) The Borrower may at any time terminate, or only reduce the Revolving Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduce, reduce the Revolving Commitments, provided that (i) each reduction in the Revolving Commitments shall be in an amount that is at least $25,000,000 and an integral multiple of $5,000,000, and the Revolving Commitments may not be reduced to less than $100,000,000 unless the Revolving Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the total Revolving Credit Exposures would exceed the total Maximum Loan Available Amount less the outstanding balance of the Term Loan. After any reduction in the Revolving Commitments, (iithe Borrower’s option to increase the Revolving Commitments provided in Section 2.08(d) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination . Any reduction of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Revolving Commitments shall be permanent and each permanent. Each reduction of in the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Revolving Commitments without the notice required above being delivered to Administrative Agent as set forth above.
(d) The Provided no Default or Event of Default shall then be in existence, the Borrower may at any time and from time to time prior to shall have the Maturity Dateright, at its sole cost, expense and effort, request any on one or more occasions, to elect to increase the Total Commitment; provided, however, that (i) the amount of each such increase shall not be less than Fifty Million Dollars ($50,000,000) or in increments of Fifty Million Dollars ($50,000,000) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitment to exceed Two Billion Dollars ($2,000,000,000). Any such increase in the Total Commitment shall be allocated to the Revolving Loan and/or the Term Loan in such amounts as the Borrower may request. Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment and to which of the Lenders Revolving Loan and/or the Term Loan such request is being made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (the which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Commitment Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to be within the sole become Lenders pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and absolute discretion of such Lender), or any other Person substance reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may beits counsel. If such Increase Supplement the Total Commitment is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)Section, and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
shall determine the effective date (vthe “Increase Effective Date”) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received final allocation of each Lender’s increased Commitments among the Term Loan and the Revolving Loan, and if such certificates increase is not pro rata among the Revolving Loan and other items as it shall reasonably request the Term Loan, the new or increased Commitments issued in connection with such increase, and the existing Revolving Commitments and Term Commitments of the Lenders, shall be adjusted (but any existing Commitment of a Lender will not be increased unless such Lender has elected to increase its Commitment) so as to at all times provide that each Lender shall have a pro rata Commitment in each of the Revolving Loan and the Term Loan. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists. Existing Lenders may, as necessary, receive a prepayment of amounts of the Revolving Loan outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Loan ratable with any revised Revolving Loan Applicable Percentages arising from any non-ratable increase in the Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Revolving Commitments. The amount of any increase in the Term Loan will be funded on such Increase Effective Date.
Appears in 1 contract
Sources: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Viacom may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided, provided however, that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such partial reduction of the Commitments shall be in an a minimum principal amount that is an of $10,000,000 and in integral multiple multiples of $1,000,000 and not less than $5,000,000 in excess thereof and (iiiii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of no such termination or reductionreduction shall be made if, specifying such election after giving effect thereto and to any prepayments of the Loans made on the effective date thereof. Promptly following receipt , (x) the Outstanding Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable2.10(a).
(b) Except as otherwise provided in Section 2.18, provided that a notice of termination of each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Facility Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.
(dc) The Borrower may Viacom shall have the right at any time and from time to time prior to increase the Total Commitments to an aggregate amount, when added to the Maturity Dateaggregate amount of Total Commitments (as defined under the Five-Year Credit Agreement) under the Five-Year Credit Agreement, at its sole cost, expense and effort, request any not to exceed $4,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Lenders to increase its Commitment Administrative Agent (the decision to increase which consent shall not be unreasonably withheld); provided further, the Commitment of a Lender any bank or other financial institution pursuant to clause (i) above, shall be within in an aggregate principal amount at least equal to $10,000,000; provided further, the sole and absolute discretion amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000.
(d) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.10 above shall execute a New Lender Supplement (each, a "New Lender Supplement") with Viacom and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender.
(e) Any increase in the Total Commitment pursuant to clause (c) of this Section 2.10 shall be effective only upon the execution and delivery to Viacom and the Administrative Agent of a commitment increase letter in substantially the form of Exhibit G hereto (a "Commitment Increase Letter"), or any other Person reasonably satisfactory which Commitment Increase Letter shall be delivered to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting not less than five Business Days prior to the Administrative Agent Commitment Increase Date and shall specify (i) the Issuing Bank an Increase Supplement duly executed by amount of the Borrower and each such Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery amount of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) any increase in the case Commitment of each any Lender and (ii) the date such Lender increase is to become effective (an “Increasing Lender”the "Commitment Increase Date"), its Commitment shall be increased to the amount set forth in such Increase Supplement, .
(yf) Any increase in the case of each such other Person (a “New Lender”), such New Lender Total Commitment pursuant to this Section 2.10 shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall not be as set forth in such Increase Supplement; provided thateffective unless:
(i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing on the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000Commitment Increase Date;
(ii) each such increase of the aggregate Commitments representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an amount not less than $10,000,000 or earlier date in which case such amount plus an integral multiple representations and warranties shall be true and correct in all material respects as of $1,000,000such earlier date;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as it shall reasonably request to the taking of any corporate action necessary in connection with such increaseincrease and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request.
(g) Each notice requesting an increase in the Total Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.10(f).
(h) No Lender shall at any time be required to agree to a request of Viacom to increase its Commitment or obligations hereunder.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and may, from time to time prior to the Maturity Datetime, at its option, seek to increase the total Commitments by up to an aggregate amount of $150,000,000 (resulting in maximum total Commitments of $450,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (which shall not be less than $25,000,000 or such lesser amount to which the Administrative Agent may agree) and shall certify that no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole cost, expense and effort, request any discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), other Lenders or any other Person entities reasonably satisfactory acceptable to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may beBorrower. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) No increase in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender total Commitments shall become a party hereto effective until the existing or new Lenders extending such incremental Commitment amount and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender agrees to the amount of its Commitment increase, (ii) any such new Lender agrees to its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, (iii) the Borrower accepts such incremental Commitments, (iv) the effective date of any increase in the Commitments is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Any increase of the total Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other items documents as it the Administrative Agent may reasonably request. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments) shall reasonably request in connection with such increasebe required for any incremental Commitment provided or Loan made pursuant to this Section 2.09(d).
Appears in 1 contract
Sources: Credit Agreement (Scansource Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 1,000,000 and (iiiii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below Loans in accordance with Section 2.10, the LC Commitment shall be automatically reduce Total Revolving Credit Exposures would exceed the LC Commitment on a dollar for dollar basistotal Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and its option may, from time to time time, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $500,000,000) upon at least three (3) Business Days’ prior written notice to the Maturity DateAdministrative Agent, at which notice shall specify the amount of any such increase (which shall not be less than $5,000,000) and shall certify that no Default has occurred and is continuing. After delivery of such notice, the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole cost, expense and effort, request any discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), other lenders or any other Person entities reasonably satisfactory acceptable to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may beBorrower. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) No increase in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender total Commitments shall become a party hereto effective until the existing Lenders or new lenders extending such incremental Commitment amount and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender agrees to the amount of its Commitment increase, (ii) any such new Lender agrees to its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, (iii) the Borrower accepts such incremental Commitments, (iv) the effective date of any increase in the Commitments is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and facility and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.15 be deemed prepayments of such Loan. Any increase of the total Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other items documents as it the Administrative Agent may reasonably request. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments) shall reasonably request in connection with such increasebe required for any incremental Commitment provided or Loan made pursuant to this Section 2.08(d).
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Termination Date, subject to the Borrower's option to extend the Termination Date pursuant to paragraph (d) of this Section.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 25,000,000 and (iiiii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an Loans in accordance with Section 2.09, the sum of the Revolving Credit Exposures plus the aggregate principal amount below of outstanding Competitive Loans would exceed the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basistotal Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 45 days and not more than 60 days prior to the Termination Date at any time in effect, request that the Lenders extend the Termination Date for an additional period of not more than 364 days as specified in such notice; provided that the Borrower may exercise such option no more than a total of three times. Each Lender shall, by notice to the Borrower and from time to time the Administrative Agent given not earlier that the 30th day and not later than the 25th day prior to the Maturity Termination Date then in effect, advise the Borrower whether or not it agrees to such extension on the terms set forth in such notice. Any Lender that has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension. If the Borrower shall have requested and Lenders representing more than 50% of the aggregate Commitments shall have agreed to an extension of the Termination Date, then the Termination Date shall be extended for the additional period and on the terms specified in the Borrower's notice. The decision to agree or withhold agreement to any extension of the Termination Date hereunder shall be at its the sole costdiscretion of each Lender. The Commitments of any Lender that has declined to agree to any requested extension of the Termination Date (a "Non-Extending Lender") shall terminate on the Termination Date in effect prior to giving effect to any such extension (the "Existing Termination Date"), expense and effortthe principal amount of any outstanding Loans accepted by such Lender, request together with any accrued interest thereon, and any accrued fees and other amounts payable to or for the account of such Lender hereunder, shall be due and payable on the Existing Termination Date. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 2.17(b), to replace a Non-Extending Lender with a Lender or other financial institution that will agree to an extension of the Termination Date.
(e) The Borrower may, by written notice to the Administrative Agent, executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an "Increasing Lender"), which may include any Lender, cause Commitments of the Increasing Lenders to increase become effective (or, in the case of an Increasing Lender that is an existing Lender, cause its Commitment to be increased, as the case may be) in an amount for each Increasing Lender set forth in such notice, provided, that (i) the decision aggregate amount of all new Commitments and increases in existing Commitments pursuant to increase this paragraph during the Commitment term of this Agreement shall not exceed $150,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be within unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the sole and absolute discretion of such Lender), or any other Person reasonably Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent Borrower. New Commitments and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each become effective on the date specified in the applicable notices delivered pursuant to this Section. Following any extension of a new Commitment or increase of a Lender's Commitment pursuant to this paragraph, any Revolving Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the aggregate respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Revolving Loans made pursuant to Section
2.01. Following any increase in the Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be pursuant to this paragraph, the Borrower will use its reasonable best effort to ensure that, to the extent there are outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing LenderRevolving Loans, each New Lender and each other Lender shall Lender's outstanding Revolving Loans will be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to Lender's pro rata portion of the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseCommitments.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Limited Brands Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term A Commitments shall terminate at 5:00 p.m., New York time, on the Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date.
(b) The Borrower may at any time terminate, or terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations.
(c) The Borrower may from time to time reduce, reduce the Revolving Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000 500,000 and (iiiii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below Revolving Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce Aggregate Revolving Exposure would exceed the LC Commitment on a dollar for dollar basisaggregate Revolving Commitments.
(cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Revolving Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.
(de) The Borrower may at any time and shall have the right request increases in the Term A Loan or additional term loan facilities and/or increases in the Revolving Commitments by obtaining additional Commitments, either from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender)or another lending institution, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
that (i) immediately any such request for an increase shall be in a minimum amount of $2,500,000, (ii) the Borrower may make a maximum of two such requests, (iii) after giving effect thereto, the sum of all increases in the aggregate total of the additional Commitments made pursuant to this Section 2.5(d) shall does not exceed $25,000,000;5,000,000 during the term of this Agreement, (iv) the Administrative Agent, the Swingline Lender and the Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (v) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (vi) the procedures described in Section 2.09(g) below have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time.
(iif) each Any amendment hereto for such an increase of the aggregate Commitments or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing its Commitment, subject only to the approval of all Lenders if any such increase or addition would cause the Revolving Commitments to exceed $5,000,000. As a condition precedent to such an amount not less than $10,000,000 increase or addition, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such amount plus an integral multiple Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of $1,000,000;
(iii) if Loans would be outstanding immediately the Borrower, certifying that, before and after giving effect to any such increase, then simultaneously with such increase or addition, (1) each the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such Increasing representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (2) no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent.
(g) With respect to increases in the Revolving Commitment, on the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each New Lender Lender’s portion of the outstanding Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Loans, and each the Administrative Agent shall make such other Lender adjustments among the Lenders with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrower shall be deemed to have entered into a master assignment repaid and assumption, reborrowed all outstanding Loans as of the date of any increase (or addition) in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this subsection Agreement.
(dh) Any additional term loan facilities made pursuant thereto shall be in the form of and constitute a Loan that shall be made subject to all of the terms and conditions contained in this Agreement (including, without limitation, the conditions set forth in Section 4.02) applicable to, and shall constitute and comprise a portion of, the Loans and Obligations and, except as otherwise provided in this Section 2.09(h), shall be on terms substantially consistent with, and no more favorable than, or to the extent not consistent (except as otherwise provided in this Section 2.09(h)), on terms reasonably acceptable to Administrative Agent, those applicable to the Term A Loans. Any additional term loan facilities (A) subject to Section 2.10, shall be repaid as agreed to by Borrower and the Lenders providing such additional term loans, provided that the neither the maturity nor the weighted average life to maturity of the payments with respect thereto shall be shorter than any existing Term Loans; (B) shall for all purposes be Loans and Obligations hereunder and under the Loan Documents; and (C) shall rank pari passu with the other Term A Loans for purposes of Sections 2.18 and 2.19 hereof. Any additional term loans shall bear interest at the CB Floating Rate or the Adjusted LIBO Rate (including, without limitation, the Applicable Margin with respect thereto) agreed upon by Borrower the Lenders providing such additional term loans therefor. With respect to additional term loan facilities and the Lenders providing the same, to the extent that the pricing (calculated based on the interest rate margins, upfront fees paid to such Lenders, original issue discount (calculated based on an assumed four year life to maturity), and any interest rate floor) applicable to any such additional term loan facilities is greater than the pricing (2) in connection with such assignmentcalculated based on the interest rate margin, each such Increasing Lender and each such New Lender shall pay upfront fees paid to the Administrative Agentthen existing Lenders, original issue discount (calculated based on an assumed four year life to maturity), and the interest rate floor) then applicable to the outstanding Term A Loans by more than 0.50%, then the interest rate margin and, if applicable, any interest rate floor for the account of each such other Lender, such amount as then outstanding Term A Loans shall be necessary automatically increased to reflect an amount which is 0.50% less than the assignment pricing (calculated based on the interest rate margins, upfront fees paid to it such Lenders providing additional term loans, original issue discount (calculated based on an assumed four year life to maturity), and any interest rate floor) for such additional term loans. In calculating the pricing for any series of Term A Loans, arrangement fees, underwriting fees, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, similar fees that are required not paid to all Lenders or all applicable Lenders shall be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increasedisregarded.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Maturity Date.
(b) The Borrower Borrowers may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon, and (iv) the payment in full of the accrued and unpaid fees, including applicable Prepayment Fee (if any); provided that no Prepayment Fee shall be payable in the event this Agreement is terminated in connection with (x) a refinancing of all of the then outstanding Obligations in a transaction in which Chase or one of its Affiliates is the financial institution that provides or arranges a replacement bank credit facility for the Borrowers or (y) a refinancing of all of the then outstanding Obligations with the proceeds of the sale of Equity Interests of any Loan Party in which Chase or one of its Affiliates is the underwriter in connection with such sale.
(c) The Borrowers may from time to time reduce, reduce the Revolving Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and 5,000,000, (ii) the Revolving Commitments may not be reduced to an amount less than $5,000,000 and 50,000,000, (iii) no more than three reductions of the Revolving Commitments may be made during the Availability Period, (iv) subject to Section 2.09(e), any reduction pursuant to this Section 2.09(c) shall be permanent and (v) the Borrowers shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Revolving Commitments to an amount below and the Borrowing Base, Swingline Loans and LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisExposure.
(cd) The Borrower Representative shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reductionSubject to Section 2.09(e), and any termination, termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(de) The Lenders agree that Borrower Representative may at any one time during the Availability Period, so long as no Default or Event of Default has occurred and from time is continuing, deliver a written notice to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing LenderIncrease Notice”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) requesting an increase in the case of each such other Person Revolving Commitments (a the “New LenderRequested Revolver Increase”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant not to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments . The Increase Notice shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately accompanied with a Compliance Certificate confirming that after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lenderthe Requested Revolver Increase the financial covenants set for in Section 6.12 are in compliance. If Borrower Representative delivers an Increase Notice, each New Lender shall have the option to participate in the Requested Revolver Increase upon terms and each other in amounts determined by Administrative Agent by delivering a written notice to Administrative Agent and Borrower Representative within ten (10) Business Days of such Lender’s receipt of the Increase Notice (it being agreed and understood that such Lender shall be deemed to have entered into elected not to participate in the Requested Revolver Increase if it does not respond to the Increase Notice within fifteen (15) Business Days of its receipt thereof). If one or more Lenders with Revolving Commitments elect not to participate in the Requested Revolver Increase, or if such participation is for less than the full amount of the Requested Revolver Increase, then Administrative Agent may, at its option and in its separate capacities as a master assignment Lender, elect to participate in such remaining portion of the Requested Revolver Increase. If there is less than full participation by existing Lenders with Revolving Commitments in the Requested Revolver Increase after the foregoing procedures, then one or more new Lenders acceptable to Administrative Agent and assumptionBorrower Representative may be added as parties to this Agreement for purposes of participating in such remaining portion. After giving effect to the procedures described in this paragraph, each Lender participating in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender the Requested Revolver Increase shall have assigned its Revolving Commitment increase to each such Increasing Lender and each such New Lender a portion the extent of its participation as determined by Administrative Agent and, upon the request of such Lender, Borrowers will execute a replacement promissory note for such Lender reflecting the increased amount of its Revolving Commitment, . Borrowers agree to execute such amendments and supplements to the Loan Documents and make such repayments and reborrowings of Loans and LC Exposure as Administrative Agent reasonably deems necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender a Requested Revolver Increase and each such New Lender shall further agree to pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and Agent an arrangement fee in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person Requested Revolver Increase based upon the same percentage used to calculate the arrangement fee payable by Borrowers to Administrative Agent on the Effective Date; provided that Borrowers shall have delivered not be obligated to pay an arrangement fee with respect to the Administrative Agent Requested Revolver Increase if the aggregate amount of the Lenders’ Revolving Commitments after giving effect to such increase and any prior reduction of the Borrower all forms, if any, that are required to be delivered by such other Person Commitments pursuant to Section 3.7; and
(v2.09(c) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increasedoes not exceed $75,000,000.
Appears in 1 contract
Sources: Credit Agreement (Mgi Pharma Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. Unless previously terminated, the Delayed Draw Term Commitments shall terminate on April 30, 2014.
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments or Delayed Draw Term Commitments, provided that (i) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.7, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments, (ii) the Borrower shall not terminate or reduce the Delayed Draw Term Commitments if, after giving effect to any concurrent prepayment of the Delayed Draw Term Loans in accordance with Section 2.7, the sum of the Delayed Draw Term Loans would exceed the total Delayed Draw Term Commitments, (iii) each such reduction of the Revolving Commitments shall be in an a minimum amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and in integral multiples of $1,000,000, and (iiiiv) any there shall be no more than three (3) reductions of the Delayed Draw Term Commitments (unless the Administrative Agent otherwise agrees), and each such reduction of the Delayed Draw Term Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on in a dollar for dollar basisminimum amount of $5,000,000 and in integral multiples of $1,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent permanent, and each such reduction of the Commitments shall be made ratably among the applicable Lenders (other than a Defaulting Lender) in accordance with their respective applicable Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Datetime, at its sole cost, expense and effort, request any one or more of the Lenders (other than a Defaulting Lender), an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund of a Lender (other than a Defaulting Lender) to increase its Revolving Commitment or to provide a new Revolving Commitment, as the case may be (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender, Affiliate or Approved Fund), or any other Person reasonably satisfactory to the Administrative Agent and Agent, the Issuing Bank and the Swingline Lender to provide a new Revolving Commitment, by submitting to the Administrative Agent and the Issuing Bank an a Revolving Increase Supplement duly executed by the Borrower and each such Lender Lender, Affiliate, Approved Fund or other Person, as the case may be, to the Administrative Agent. If such Revolving Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankAgent, the Administrative Agent shall execute such Revolving Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender Lender, Affiliate, Approved Fund or other Person, as the case may be. Upon execution and delivery of such Revolving Increase Supplement by the Administrative Agent and the Issuing BankAgent, (xi) in the case of each such Lender (an “Increasing Lender”), its such Lender’s Revolving Commitment shall be increased to the amount set forth in such Revolving Increase Supplement, (yii) in the case of each such Affiliate, Approved Fund or other Person, such Affiliate, Approved Fund or other Person (a “New Lender”), such New Lender shall thereupon become a party hereto and have the rights and obligations shall for all purposes of a Lender under the Loan Documents be deemed a “Lender” having a Revolving Commitment as set forth in such Revolving Increase Supplement, and its (iii) in each case, the Revolving Commitment of such Lender, Affiliate, Approved Fund or such other Person, as the case may be, shall be as set forth in such the applicable Revolving Increase Supplement; provided provided, however, that:
(iA) immediately after giving effect thereto, the aggregate Revolving Commitments shall not exceed $300,000,000;
(B) immediately after giving effect thereto, the sum of the initial principal amount of all increases in Term Loans plus all unfunded Delayed Draw Term Loan Commitments plus the aggregate Revolving Commitments shall not exceed $540,000,000;
(C) each such increase when aggregated with any contemporaneous Add-on Term Loans or Add-on Term Commitments made pursuant to this Section 2.5(d2.1(c) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus 25,000,000 and in an integral multiple of $1,000,000;
(iiiD) if Revolving Loans would be outstanding immediately after giving effect to any each such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender such Affiliate, Approved Fund or other Person and each other Lender shall be deemed to have entered into a master assignment and assumptionacceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender Affiliate, Approved Fund or other Person a portion of its Commitment, Revolving Loans and LC Exposure necessary to reflect proportionately the Revolving Commitments as adjusted in accordance with this subsection (dSection 2.5(d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender Affiliate, Approved Fund or other Person shall pay to the Administrative Agent, for the account of each such the other LenderLenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;; and
(ivE) each such Affiliate, Approved Fund or other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such Affiliate, Approved Fund or other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (General Communication Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000.00 and the aggregate Commitments shall not be less than $60,000,000.00, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any the Borrower must give the Administrative Agent at least five (5) Business Days prior notice by electronic communication of its desire to terminate or reduce the Commitments. Any termination or reduction in the Commitments will result in a pro rata termination or reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisForeign Currency Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The So long as the Borrower is not then in Default and so long as the Borrower has not reduced the Commitment pursuant to Section 2.09(b), the Borrower may at any time and from time to time on two (2) occasions prior to thirty (30) months after the Maturity Effective Date, at its sole costrequest that the aggregate Commitments be increased, expense and effort, request any one or more of so long as the Lenders to increase its Commitment aggregate Commitments do not exceed Three Hundred Million Dollars ($300,000,000.00) (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender“Maximum Commitment”), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by . If the Borrower and each such Lender or other Person, as requests that the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bankaggregate Commitments be increased, the Administrative Agent shall execute such Increase Supplement use its best efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Administrative Agent shall deliver a copy thereof may, after first offering the Lenders the opportunity to participate in the increased Commitments, obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders. The Borrower and each such Lender or Guarantor shall execute an amendment to this Agreement, additional Notes and other Person, documents as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and may reasonably require to evidence the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)Commitments, and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account admission of each such other Lender, such amount additional Persons as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all formsLenders, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increasenecessary.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisTotal Commitment.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time time, by notice to time the Administrative Agent, propose that the Total Commitment be increased by having one or more Lenders agree to increase the amount of such Lender's Commitment hereunder or by having one or more banks or other financial institutions become a "Lender" party to this Agreement (or by a combination of the foregoing), in each case effective as of a date more than 45 days prior to the Maturity then-current date of termination of the Commitments (a "Commitment Increase Date"); provided that (i) the Borrower may not propose more than two Commitment Increase Dates occurring in any period of 12 months ending on an anniversary of the Effective Date, at its sole cost, expense and effort, request (ii) the addition of any one bank or more of the Lenders other financial institution to increase its Commitment (the decision to increase the Commitment of this Agreement that is not already a Lender shall be subject to be within the sole and absolute discretion consent of such Lender), or any other Person reasonably satisfactory to the Administrative Agent (which consent shall not be unreasonably withheld) and the Issuing Bank in its sole discretion, (iii) the increase in the Commitment of any Lender already party to provide a new Commitment, by submitting this Agreement shall in each case be subject to the Administrative Agent agreement of the affected Lender in its sole discretion and to the consent of the Issuing Bank an Increase Supplement duly executed by in its sole discretion, (iv) in no event shall the Borrower and each such Lender Total Commitment at any time exceed $450,000,000, (v) the Commitment of any bank or other Person, as the case may be. If such Increase Supplement financial institution becoming a "Lender" party to this Agreement (an "Assuming Lender") shall be in an amount not less than $20,000,000 which is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery an integral multiple of such Increase Supplement by the Administrative Agent and the Issuing Bank$1,000,000, (xvi) any increase in the case amount of each such the Commitment of any Lender already party to this Agreement (an “"Increasing Lender”"), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus which is an integral multiple of $1,000,000;1,000,000 and (vii) no such increase may result in any Lender holding more than 25% of the Commitments and no Lender that holds more than 25% of the Commitments may be an Increasing Lender. The Administrative Agent shall notify the Lenders thereof promptly upon its receipt of such notice.
(iiie) if Loans would Any increase in the Total Commitment pursuant to Section 2.08(d) (a "Commitment Increase") shall be outstanding immediately after giving effect effective only upon the execution and delivery to the Borrower and the Administrative Agent of a commitment increase letter, which commitment increase letter shall be delivered to the Administrative Agent not fewer than five Business Days prior to the Commitment Increase Date and shall specify (i) the amount of the Commitment of any such increaseAssuming Lender and of any increase in the Commitment of any Increasing Lender and (ii) the Commitment Increase Date.
(f) On the applicable Commitment Increase Date, then simultaneously with such increase (1i) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Assuming Lender shall pay make available to the Administrative Agent, for in same day funds, in the account case of each such other Assuming Lender, an amount equal to such amount as shall be necessary to reflect Assuming Lender's ratable portion of the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings then outstanding (calculated based on its Commitment as a prepayment percentage of the Total Commitment outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered Increasing Lender, an amount equal to the Administrative Agent excess of (A) such Increasing Lender's ratable portion of the Revolving Loans then outstanding (calculated based on its Commitment as a percentage of the Total Commitment outstanding after giving effect to the relevant Commitment Increase) over (B) such Increasing Lender's pro rata share of the Revolving Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of a Total Commitment (without giving effect to the relevant Commitment Increase) and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(vii) the Borrower shall have delivered to amounts of the Administrative Agent with sufficient copies for each Lender a certificate participations held by all of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.Lenders under Section 2.05
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the The Commitments shall automatically terminate on the Maturity Termination Date.
(b) The Upon at least three Business Days’ prior irrevocable telecopy notice to the Administrative Agent, the Borrower may (i) at any time in whole permanently terminate, or from time to time in part permanently reduce, the CommitmentsTotal Commitment; provided, provided however that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (iiA) each such partial reduction of the Commitments Total Commitment shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum principal amount of $5,000,000 and (iiiB) the Borrower may not terminate or reduce the Total Commitment if, after giving effect to such termination or reduction, the Total L/C Exposure would exceed the Total Commitment or (ii) at any reduction time in whole permanently terminate the Total Commitment by depositing with the applicable Issuing Banks cash collateral in an amount equal to 100% of the Commitments to an amount below L/C Outstanding and the LC Commitment shall be automatically reduce L/C Disbursements (if any) for each of the LC Commitment on a dollar for dollar basisoutstanding Letters of Credit, and, at the election of the Borrower in connection therewith, may terminate this Agreement.
(c) Each reduction in the Total Commitment hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower shall notify pay to the Administrative Agent for the account of any election to terminate the Banks, on the date of each termination or reduce reduction of the Commitments, the Commitment Fees on the amount of the Commitments under paragraph (b) of this Section at least three Business Days prior to so terminated or reduced accrued through the effective date of such termination or reduction, specifying such election and if the effective date thereof. Promptly following receipt of any noticeCommitments are terminated, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower all fees payable pursuant to this Section shall be irrevocable, provided that a notice 2.08(a) accrued through the date of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Subject to Section 6.01, the Borrower may at any time and from time elect to time prior increase the Total Commitment up to the Maturity Date, at its sole cost, expense and effort, request any a maximum amount of $500,000,000 either (i) by designating one or more of banks or other financial institutions that are not Banks at the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion time of such Lenderdesignation to become Banks or (ii) by agreeing with one or more existing Banks that such Bank’s Commitment shall be increased; provided, that (A) the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of each Issuing Bank (which consent, in each case, shall not be unreasonably withheld), (B) no Default or Event of Default shall have occurred and be continuing prior to or after giving effect to any increase pursuant to this Section 2.09(d) and (C) any increase shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000. Upon (1) the execution and delivery by the Borrower and such existing Bank or other Person bank or financial institution of an instrument of assumption reasonably satisfactory to the Administrative Agent and (2) if necessary, in the Issuing Bank to provide case of a new Commitmentbank or financial institution that is not already a Bank, by submitting to the Administrative Agent execution and the Issuing Bank an Increase Supplement duly executed delivery by the Borrower and each such Lender bank or other Person, financial institution of an External Sharing Debt Supplement (as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) defined in the case Guarantee and Collateral Agreement) pursuant to Section 8.14(b) of each the Guarantee and Collateral Agreement, such Lender (an “Increasing Lender”), its existing Bank shall have a Commitment shall be increased to the amount as set forth in such Increase Supplement, (y) in the case instrument of each assumption or such other Person (a “New Lender”), such New Lender bank or financial institution shall become a party hereto and have Bank with a Commitment as set forth in such instrument of assumption with all the rights and obligations of a Lender under the Loan Documents and its Bank with such a Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases hereunder. Upon any increase in the aggregate Commitments made Total Commitment pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) 2.09(d), the L/C Exposure of each such increase of the aggregate Commitments Bank shall be in an amount not less than $10,000,000 or such amount plus an integral multiple automatically adjusted to reflect the new Commitment Percentage of $1,000,000;
(iii) if Loans would be outstanding immediately each Bank, after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender Schedule 1.01A shall be deemed amended to have entered into a master assignment and assumption, in form and substance substantially similar give effect to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date increase and the Administrative Agent shall have received such certificates circulate to each Bank and other items as it shall reasonably request in connection with the Borrower a revised Schedule 1.01A incorporating the effects of such increase.
Appears in 1 contract
Sources: Letter of Credit Issuance and Reimbursement Agreement (Lucent Technologies Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $500,000 or in the amount of the total Commitments then outstanding and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the Credit Exposures Total Revolving Exposure would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.07(b), at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at At any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more expiration of the Lenders to increase its Commitment (Revolving Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, the decision Borrower may elect to increase the Commitment aggregate of a Lender the Commitments to be within an amount not exceeding $75,000,000 minus any reductions in the sole and absolute discretion Commitments pursuant to Section 2.07(b), provided that (i) the Borrower shall give at least fifteen (15) Business Days’ prior written notice of such Lender), or any other Person reasonably satisfactory increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the Issuing Bank right (but not the obligation) to provide a new Commitment, subscribe to its pro rata share of the proposed increase in the Commitments by submitting giving written notice of such election to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver within ten (10) Business Days after receipt of a copy thereof to notice from the Borrower as above described and each only if an existing Lender does not exercise such Lender or other Personelection may the Borrower elect to add a new Lender, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other no Lender shall be deemed required to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender increase its Commitment unless it shall have assigned expressly agreed to each such Increasing Lender and each such New Lender a portion of its Commitmentincrease in writing, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person the addition of new Lenders shall have delivered be subject to the Administrative Agent terms and provisions of Section 9.04 as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lender (to the extent applicable, i.e., required approvals, minimum amounts and the Borrower all formslike), if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent with sufficient copies for each Agent, any new Lender or any Lender which is increasing its Commitment, (vi) no Lender shall have any right to decrease its Commitment as a certificate result of a Financial Officer demonstrating pro forma compliance with such increase of the terms aggregate amount of this Credit Agreement through the Maturity Date and Commitments, (vii) the Administrative Agent shall have received no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such certificates increase in the aggregate committed amount of the Commitments, (viii) such option to increase the Commitments may only be exercised twice and other items (ix) the consent of each Lender increasing its Commitment shall be required for any increase of such Lender’s Commitment (such consent to be given or denied in such increasing Lender’s sole discretion and subject to such terms as it such increasing Lender may then require). The Borrower shall reasonably request be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with such increasethe need to reallocate existing Loans among the Lenders following any increase in the Commitments pursuant to this provision.
Appears in 1 contract
Sources: Credit Agreement (Solaris Oilfield Infrastructure, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, in whole or in part, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the total Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and shall have the right, without the consent of the Lenders but with the prior consent of the Administrative Agent (not to be unreasonably withheld or delayed), to cause from time to time prior to an increase in the Maturity Date, at its sole cost, expense and effort, request any aggregate Commitments of the Lenders by adding one or more of the additional lenders each with its own additional Commitment or by allowing one or more Lenders to increase its Commitment their respective Commitments; provided that (i) no Event of Default shall have occurred and be continuing, (ii) no such increase shall result in the decision to aggregate Commitments exceeding $125,000,000, (iii) each such increase the Commitment shall be in a minimum amount of a Lender to be within the sole $5,000,000 and absolute discretion integral multiples of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bankamount, (xiv) in the case of each such Lender (an “Increasing no Lender”), its ’s Commitment shall be increased to without such Lender’s consent, and (v) if, on the amount set forth in such Increase Supplement, (y) in the case effective date of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lenderany Revolving Loans have been funded, each New Lender and each other Lender the Borrower shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) responsible for paying any breakage fees or costs in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment any reallocation of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseoutstanding Revolving Loans.
Appears in 1 contract
Sources: Credit Agreement (Brink's Home Security Holdings, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, Commitment; provided that (i) each reduction of the Commitments shall be in an amount equal to $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.09, the sum of the Credit Revolving Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at At any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more expiration of the Lenders to increase its Commitment (Revolving Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, the decision Borrower may elect to increase the Commitment aggregate of a Lender the Commitments to be within an amount not exceeding $90,000,000 minus any reductions in the sole and absolute discretion Commitments pursuant to Section 2.07(b) hereof, provided that (i) the Borrower shall give at least fifteen (15) Business Days’ prior written notice of such Lender), or any other Person reasonably satisfactory increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the Issuing Bank right (but not the obligation) to provide a new Commitment, subscribe to its pro rata share of the proposed increase in the Commitments by submitting giving written notice of such election to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall deliver a copy thereof be required to increase its Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount contrary set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”Section 9.02 hereof), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person the addition of new Lenders shall have delivered be subject to the Administrative Agent terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the Borrower all formslike), if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent with sufficient copies for each Agent, any new Lender or any Lender which is increasing its Commitment, (vi) no Lender shall have any right to decrease its Commitment as a certificate result of a Financial Officer demonstrating pro forma compliance with such increase of the terms aggregate amount of this Credit Agreement through the Maturity Date and Commitments, (vii) the Administrative Agent shall have received no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such certificates increase in the aggregate committed amount of the Commitments, and other items as it (viii) such option to increase the Commitments may only be exercised once. The Borrowers shall reasonably request be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with such increasethe need to reallocate existing Loans among the Lenders following any increase in the Commitments pursuant to this provision. Any increase of the Commitments pursuant to this Section 2.07(d) shall be subject to receipt by the Administrative Agent of evidence satisfactory to the Administrative Agent regarding compliance with Section 5.03(c) hereof.
Appears in 1 contract
Sources: Credit Agreement (Lubys Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments Commitment of each Lender shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Borrower Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and Company may, from time to time prior to the Maturity Datetime, at its option, seek to increase the total Commitments by up to an aggregate amount of $500,000,000 (resulting in maximum total Commitments of $1,500,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (the amount of which shall not be less than $25,000,000 or such lesser amount as may be acceptable to the Administrative Agent) and shall be delivered at a time when no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole cost, expense and effort, request any discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), other Lenders or any other Person entities reasonably satisfactory acceptable to the Administrative Agent and the Issuing Bank to provide a Company. No increase in the total Commitments shall become effective until the existing or new Commitment, by submitting to the Administrative Agent Lenders extending such incremental Commitment amount and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person Company shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered a document in form reasonably satisfactory to the Administrative Agent with sufficient copies for (which shall include the Company’s representation that the conditions set forth in Section 4.02 are then satisfied) pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Company accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a certificate new or increased Commitment, of a Financial Officer demonstrating pro forma compliance an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the terms payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Credit Agreement through Section in respect of the Maturity Date and principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Any increase of the total Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent shall have received from the Company of such supplemental opinions, resolutions, certificates and other items documents as it the Administrative Agent may reasonably request. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments) shall reasonably request in connection with such increasebe required for any incremental Commitment provided or Loan made pursuant to this Section 2.09(d).
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, The Revolver Commitments and the Commitments Swing Line Commitment shall terminate be automatically terminated on the Maturity DateRevolver Termination Date whereupon all Revolving Loans and Swing Line Loans and accrued interest thereon shall become due and payable in full.
(b) The Borrower Upon at least five Business Days’ prior irrevocable written (including facsimile) notice to the Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Revolver Commitments; provided, provided however, that each partial reduction of the Revolver Commitments shall be in a minimum principal amount $3,000,000 or in a whole multiple thereof, and (iiii) the Borrower shall Revolver Commitments may not terminate be reduced or reduce the Commitments terminated if, after giving effect thereto and to any concurrent prepayment or repayment prepayments of the Loans in accordance with Section 2.7, made on the sum of effective date thereof the Credit Exposures Revolver Exposure at such time would exceed the total Commitments, (ii) each aggregate amount of Revolver Commitments at such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basistime.
(c) Each reduction in the Revolver Commitments hereunder shall be made ratably among the Banks in accordance with their respective Commitment Percentages. The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior pay to the effective Agent for the account of the Banks on the date of each termination or reduction of the Revolver Commitments, the Commitment Fees on the amount of such Revolver Commitments so terminated or reduced accrued to the date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(di) The Borrower Borrowers may at any time and from time to time prior time, subject to the Maturity Date, at its sole cost, expense and effortlast sentence hereof, request any one or more an increase in the Revolver Commitments by sending a written notice thereof to all of the Lenders to Banks and the Agent. Such notice shall specify the total amount of the increase its Commitment requested by the Borrowers (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing LenderRequested Increase”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
, (i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments Requested Increase shall be in an amount not equal to at least $5,000,000 and (ii) the maximum aggregate increase of the Revolver Commitments shall be $10,000,000. Upon receipt of such notice from the Borrower, the Agent shall promptly give notice thereof to the Banks. Each Bank shall respond in writing to the Borrowers (with a copy simultaneously sent to the Agent), within thirty (30) days of receipt of a Requested Increase (or such shorter period as the Agent and the Borrowers shall agree), stating the maximum amount, if any, by which such Bank is willing to increase its Revolver Commitment (the “Offered Amount”). If the total of the Offered Amounts for all of the Banks is greater than the Requested Increase, the Requested Increase shall be allocated amongst the offering Banks as determined by the Agent or, pro rata based on each Bank’s Commitment Percentage as in effect prior to any such increase. If the total of the Offered Amount for all of the Banks is equal to or less than $10,000,000 the Requested Increase (x) each Bank’s Revolver Commitment shall increase by its Offered Amount and (y) the Borrowers may, subject to the consent of the Agent, offer the difference, if any, to one or more new banks or other financial institutions (each a “Proposed New Bank”). If the Borrowers request that a Proposed New Bank join this Agreement and provide a Revolver Commitment hereunder, the Borrowers shall at least five (5) days prior to the date (or such other period as the Agent and the Borrowers shall agree) on which such Proposed New Bank proposes to join this Agreement notify the Agent of the name of the Proposed New Bank and the amount plus of its proposed Revolver Commitment. Upon the consent of the Agent to a Proposed New Bank joining this Agreement (which consent shall not be unreasonably withheld or delayed), such Proposed New Bank shall join this Agreement pursuant to the provisions of subsection 9.6(j), including that its minimum Revolver Commitment be at least $5,000,000 or such lesser amount as the Agent shall agree.
(ii) Any Bank that increases its Revolver Commitment shall execute and deliver an integral multiple Increased Commitment and Acceptance prior to the effective date of $1,000,000;such increase. Any Proposed New Bank shall execute and deliver a duly completed New Bank Joinder to the Agent at least five (5) days prior to the effective date of such Proposed New Bank’s joinder hereto. Simultaneously with the execution and delivery of a New Bank Joinder or an Increased Commitment and Acceptance, the Borrower shall deliver a new Revolver Note for the applicable Bank.
(iii) if Loans would be outstanding immediately after giving effect to Following any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, the Revolver Commitments pursuant to which this subsection 2.14(d), the Agent shall send to the Banks and the Borrowers a revised Schedule I setting forth each such other Lender Bank’s new Commitment. Such Schedule shall have assigned to each such Increasing Lender and each such New Lender a portion replace the existing Schedule I if no Bank objects thereto within ten (10) days of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;receipt thereof.
(iv) each such other Person shall have delivered Notwithstanding anything to the Administrative Agent and the Borrower all formscontrary in this subsection 2.14(d), if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(vx) the Borrower Borrowers may not request an increase in the Revolver Commitments if at the time of such request a Default or Event of Default shall have delivered to exist and (y) no increase in the Administrative Agent with sufficient copies for each Lender a certificate Revolver Commitments (including by way of the addition of a Financial Officer demonstrating pro forma compliance with Proposed New Bank) shall become effective if on the terms date that such increase would become effective, a Default or Event of this Credit Agreement through the Maturity Date and the Administrative Agent Default shall have received such certificates and other items then exist or occur as it shall reasonably request in connection with such increasea result thereof.
Appears in 1 contract
Sources: Credit Agreement (Tasty Baking Co)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Viacom may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; PROVIDED, provided HOWEVER, that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such partial reduction of the Commitments shall be in an a minimum principal amount that is an of $10,000,000 and in integral multiple multiples of $1,000,000 and not less than $5,000,000 in excess thereof and (iiiii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of no such termination or reductionreduction shall be made if, specifying such election after giving effect thereto and to any prepayments of the Loans made on the effective date thereof. Promptly following receipt , (x) the Outstanding Extensions of Credit of any notice, Lender would exceed such Lender's Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable2.10(a).
(b) Except as otherwise provided in Section 2.18, provided that a notice of termination of each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Facility Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.
(dc) The Borrower may Viacom shall have the right at any time and from time to time prior to increase the Total Commitments to an aggregate amount, when added to the Maturity Dateaggregate amount of Total Commitments (as defined under the Five-Year Credit Agreement) under the Five-Year Credit Agreement, at its sole cost, expense and effort, request any not to exceed $4,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender's Commitment; PROVIDED, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Lenders to increase its Commitment Administrative Agent (the decision to increase which consent shall not be unreasonably withheld); PROVIDED FURTHER, the Commitment of a Lender any bank or other financial institution pursuant to clause (i) above, shall be within in an aggregate principal amount at least equal to $10,000,000; PROVIDED FURTHER, the sole and absolute discretion amount of the increase of any Lender's Commitment pursuant to clause (ii) above when added to the amount of such Lender's Commitment before the increase, shall be in an aggregate principal amount at least equal to $10,000,000.
(d) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to clause (c) of this Section 2.10 shall execute a New Lender Supplement (each, a "NEW LENDER SUPPLEMENT") with Viacom and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (a "NEW LENDER") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be amended to add the name and Commitment of such New Lender.
(e) Any increase in the Total Commitment pursuant to clause (c) of this Section 2.10 shall be effective only upon the execution and delivery to Viacom and the Administrative Agent of a commitment increase letter in substantially the form of Exhibit G hereto (a "COMMITMENT INCREASE LETTER"), or any other Person reasonably satisfactory which Commitment Increase Letter shall be delivered to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting not less than five Business Days prior to the Administrative Agent Commitment Increase Date and shall specify (i) the Issuing Bank an Increase Supplement duly executed by amount of the Borrower and each such Commitment of any bank or financial institution not a party to this agreement which is becoming a Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery amount of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) any increase in the case Commitment of each any Lender and (ii) the date such Lender increase is to become effective (an “Increasing Lender”the "COMMITMENT INCREASE DATE"), its Commitment shall be increased to the amount set forth in such Increase Supplement, .
(yf) Any increase in the case of each such other Person (a “New Lender”), such New Lender Total Commitment pursuant to this Section 2.10 shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall not be as set forth in such Increase Supplement; provided thateffective unless:
(i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing on the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000Commitment Increase Date;
(ii) each such increase of the aggregate Commitments representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on the Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an amount not less than $10,000,000 or earlier date in which case such amount plus an integral multiple representations and warranties shall be true and correct in all material respects as of $1,000,000;such earlier date; and
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as it shall reasonably request to the taking of any corporate action necessary in connection with such increaseincrease and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request.
(g) Each notice requesting an increase in the Total Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (i) and (ii) of Section 2.10(f).
(h) No Lender shall at any time be required to agree to a request of Viacom to increase its Commitment or obligations hereunder.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, Commitments and (ii) each such reduction of the Commitments shall be in an the amount that is an of $5,000,000 or a higher integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis1,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank Banks to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank Banks an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be, together with such other documentation and deliveries as the Administrative Agent shall reasonably require (which may include copies of resolutions authorizing such increase and/or opinion of counsel). If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankBanks, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing BankBanks, (xi) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (yii) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(iA) immediately after giving effect thereto, the sum of all increases (other than any increase in any Lender’s Commitment in order to replace another Lender pursuant to Section 3.8(b)) in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed the sum of (x) $25,000,000150,000,000 plus (y) the amount of the Commitment of each Lender that becomes a Defaulting Lender;
(iiB) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an a higher integral multiple of $1,000,0005,000,000;
(iiiC) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment an Assignment and assumption, in form and substance substantially similar to Exhibit AAssumption, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection clause (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(ivD) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(vE) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender of a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 1 contract
Sources: Credit Agreement (Allete Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments Commitment of each Lender shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The On up to three occasions, the Borrower may at any time and may, from time to time prior to the Maturity Datetime, at its option, seek to increase the total Commitments by up to an aggregate amount of $250,000,000 (resulting in maximum total Commitments of $1,250,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (the amount of which shall not be less than $25,000,000) and shall be delivered at a time when no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole cost, expense and effort, request any discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), other Lenders or any other Person entities reasonably satisfactory acceptable to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may beBorrower. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) No increase in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender total Commitments shall become a party hereto effective until the existing or new Lenders extending such incremental Commitment amount and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and document in form reasonably satisfactory to the Administrative Agent (which shall include the Borrower’s representation that the conditions set forth in Section 4.02 are then satisfied) pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Any increase of the total Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other items documents as it shall the Administrative Agent may reasonably request in connection with such increaserequest.
Appears in 1 contract
Sources: Revolving Credit Agreement (Corn Products International Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 10,000,000 and (iiiii) the Company shall not terminate or reduce the Commitments if, after giving effect thereto and any reduction concurrent prepayment of the Commitments to an amount below Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce total Revolving Credit Exposures would exceed the LC Commitment on a dollar for dollar basistotal Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower Company may at any time and from time to time prior time, by written notice to the Maturity Date, at its sole cost, expense Administrative Agent (which shall promptly deliver a copy to each of the Lenders) executed by the Company and effort, request any one or more financial institutions (which may include any Lender) that are willing to extend a Commitment or, in the case of the Lenders any such financial institution that is already a Lender, to increase its Commitment (the decision any such financial institution referred to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (this Section being called an “Increasing Lender”), its Commitment shall cause the total Commitments to be increased to by such new or incremental Commitments of the Increasing Lenders, in an amount set forth in such Increase Supplement, (y) in the case of for each such other Person (a “New Lender”), such New Increasing Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplementnotice; provided that:
that (i) immediately after giving effect thereto, the sum aggregate principal amount of all increases any increase in the aggregate total Commitments made pursuant to this Section 2.5(d) shall not be less than $25,000,000 and the aggregate principal amount of all such increases shall not exceed $25,000,000;
200,000,000, (ii) each such increase Increasing Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the aggregate Commitments Administrative Agent, each Issuing Bank and the Swingline Lender (which approval shall not be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
unreasonably withheld) and (iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. New Commitments and increases in Commitments created pursuant to this Section shall become effective (A) in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section and each other (B) in the case of an Increasing Lender not already a Lender under this Agreement, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary been amended to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment increased Commitment of such Eurodollar Borrowings for purposes Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section 3.6;
unless (ivi) each such other Person shall have delivered to the Administrative Agent shall have received documents consistent with those delivered under paragraphs (b) and (c) of Section 4.01 as to the Borrower corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all forms, if any, that are required references in such paragraphs to a Borrowing being deemed to be delivered by references to such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered increase and without giving effect to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such certificates date and other items as it executed by a Financial Officer of the Company. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall reasonably request continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrowers shall so elect, refinanced with new Revolving Loans made pursuant to Section 2.01(a) ratably in connection accordance with the Commitments in effect following such extension or increase.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Revolving Commitments shall terminate on the BB Maturity Date and the Revolving Lenders' obligation to make WC Revolving Loans and participate in WC Letters of Credit and WC Swingline Loans shall terminate on the WC Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reducetime, subject to the terms hereof, reduce the Revolving Commitments, provided that (i) each reduction in the Commitments shall be in an amount that is at least $25,000,000 and an integral multiple of $5,000,000 in excess thereof, and the Revolving Commitments may not be reduced to less than $25,000,000 unless the Revolving Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the BB Revolving Credit Exposures Exposure would exceed the total Maximum BB Revolving Available Amount, the Total BB Credit Exposure would exceed the Maximum BB Loan Available Amount, or the WC Credit Exposure would exceed the Maximum WC Revolving Loan Available Amount. After any reduction in the Commitments, (ii) each such reduction of the Borrower's option to increase the Commitments provided in Section 2.08(d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any reduction of the Commitments shall be permanent and each permanent. Each reduction of in the Commitments of any Class shall be made ratably among the Lenders of such Class in accordance with their respective CommitmentsCommitments of such Class. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above. Notwithstanding anything herein to the contrary, the Borrower may relinquish its ability to request WC Revolving Loans, WC Letters of Credit, and WC Swingline Loans hereunder, in whole but not in part, by notifying the Administrative Agent of its intention to relinquish such rights at least five (5) Business Days prior to the effective date of such relinquishment. The WC Termination Date shall occur on the date that is at least five (5) Business Days after such notice and on which the Borrower shall repay all outstanding WC Revolving Loans, WC Swingline Loans, and WC LC Disbursements and terminate or cash collateralize all outstanding WC Letters of Credit. From and after such WC Termination Date, the Maximum WC Loan Available Amount shall be $0, and the Borrower shall have no further right to request, and the Lenders and Issuing Bank shall have no further obligation to make (or participate in) WC Revolving Loans, WC Letters of Credit or WC Swingline Loans.
(d) The Increase in the Total Commitment.
(i) Provided no Default or Event of Default shall then be in existence, the Borrower may at any time and from time to time prior to shall have the Maturity Dateright, at its sole cost, expense and effort, request any on one or more occasions, to elect to increase the Total Commitment, which increase shall be allocated at the Borrower's request to the Revolving Commitments or one or more tranches of new term loan commitments (the "Term Loan Commitments"); provided, however, that (i) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Five Million Dollars ($5,000,000) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitment to exceed Three Hundred Fifty Million Dollars ($350,000,000). In connection with an increase to the Revolving Commitments pursuant to this Section, the Borrower may also elect to increase the WC Sublimit; provided that (i) any increase to the WC Sublimit may not exceed an amount equal to 50% of any concurrent increase to the Total Revolving Commitment, and (ii) the WC Sublimit shall not exceed Thirty Five Million Dollars ($35,000,000) at any time. Such right to request increases to the Total Commitment may be exercised by the Borrower by written notice (an "Increase Notice") to the Administrative Agent, which election shall designate the requested increase in the Total Commitment. Upon receipt of any Increase Notice, the Administrative Agent shall consult with the Lead Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Administrative Agent or Lead Arranger pursuant to the Fee Letter). If the Borrower agrees to pay the facility fees so determined, then the Agent promptly shall send a notice to all Lenders (the "Additional Commitment Request Notice") informing them of the Borrower's request to increase the Total Commitment and of the facility fees to be paid with respect thereto and, with respect to any Term Loan Commitments, the proposed terms thereof. At the time of sending such Additional Commitment Request Notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (the which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. If the requested increase is oversubscribed then the Administrative Agent and the Lead Arranger shall allocate the Commitment increase among the Lenders who agree provide such Commitments on such basis mutually acceptable to each of the Borrower, Administrative Agent and the Lead Arranger. If the additional Commitments so provided by the Lenders are not sufficient to provide the full amount of the Commitment increase requested by the Borrower, then the Administrative Agent and the Lead Arranger shall use best efforts to, and Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Administrative Agent, the Lead Arranger and the Borrower) to become a Lender to be within and provide an additional Commitment upon execution and delivery by the sole Borrower and absolute discretion such Lender of such Lender), or any other Person an instrument in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each effect such Lender or other Person, as the case may beincrease. If such Increase Supplement the Total Commitment is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)Section, and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all formsshall determine the effective date (the "Increase Effective Date") and the final allocation of each Lender's increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase, if anythe revised Applicable Percentages, that are required and the Increase Effective Date. In no event shall any Lender be obligated to provide an additional Commitment.
(ii) The Borrower may elect to effect any increase in the Total Commitment by requesting one more tranches of Term Loan Commitments and Term Loans. The Term Loan Commitments shall be effected pursuant to one or more Term Loan Amendments executed and delivered by the Borrower, the Term Loan Lenders, as applicable, and the Administrative Agent. All Term Loan Commitments and Term Loans shall (A) mature on the BB Maturity Date (including any extensions thereof), (B) bear interest at the rate provided in this Agreement, (C) not require scheduled amortization prior to the BB Maturity Date but may permit voluntary prepayment (subject to sub-clause (D) hereof), and (D) not rank higher than pari passu in right of payment and with respect to security with all Revolving Loans and any other existing Term Loans or have different borrower or guarantors as the Borrower and Guarantors with respect to all other Obligations. Each Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Person Loan Documents as are consistent with this SECTION 2.08(d) and may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this SECTION 2.08(d) with respect thereto. On any Increase Effective Date on which any Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each applicable Term Loan Lender shall make a Loan to the Borrowers (a "Term Loan") in an amount equal to its Term Loan Commitment as of such date, and (ii) each Term Loan Lender shall become a Lender hereunder with respect to the Term Loan Commitment and the Term Loans made pursuant to Section 3.7; andthereto.
(viii) As a condition precedent to such increase, the Borrower shall have delivered (x) deliver to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial the Borrower dated as of the Increase Effective Date signed by an Authorized Officer demonstrating pro forma compliance with of the terms Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 3 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Credit Agreement through Section 2.08(d), the Maturity Date representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists, (y) pay (A) to the Administrative Agent those fees described in and contemplated by the Fee Letter with respect to the applicable increase in the Total Commitment, and (B) to the Lead Arranger such facility fees as the Lenders who are providing an additional Commitment may require to increase the aggregate Commitment, and (z) execute and deliver to Administrative Agent and the Lenders such additional documents, instruments, certifications and opinions as the Administrative Agent may reasonably require, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants set forth in the Loan Documents after giving effect to the increase, and the Borrower shall have received such certificates pay the cost of any updated UCC searches and other items as it shall any and all intangible taxes or other' taxes, assessments or charges or any similar fees, taxes or reasonable and documented out-of-pocket expenses which are reasonably request requested by the Agent in connection with such increase.Upon any Increase Effective Date, the Agent may unilaterally revise Schedule 1.01 and the Borrower shall, if requested by any such Lender, execute and deliver to the Administrative Agent new Notes for each Lender whose Commitment has changed or who has provided a new Commitment so that the principal amount of such Lender's Note(s) shall equal its aggregate Commitment.
(iv) Existing Revolving Lenders may, as necessary, receive a prepayment of amounts of the Revolving Loans outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any non-ratable increase in the Revolving Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Revolving Lender(s) issuing new or increased Revolving Commitments.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $25,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(di) The Borrower may at any time and from time to time prior time, by notice to the Maturity DateAdministrative Agent, at its sole cost, expense and effort, request any one or more propose that the total amount of the Commitments be increased (each such proposed increase being a "Commitment Increase"), effective as of a date (the "Commitment Increase Date") that shall be specified in such notice and that shall be not later than the fifth anniversary of the date hereof; provided that:
(A) the Borrower may not propose more than one Commitment Increase during any calendar quarter,
(B) the proposed Commitment Increase in respect of the Commitment of either (i) any Increasing Lender or (ii) any Assuming Lender for each Commitment Increase Date shall be in the total amount of no less than $10,000,000 and an integral multiple of $1,000,000 in excess thereof, Credit Agreement
(C) in no event shall the total amount of the Commitments after giving effect to such Commitment Increase exceed $600,000,000,
(D) no Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase,
(E) the representations and warranties contained in Article III shall be correct on and as of the Commitment Increase Date as if made on and as of such date,
(F) immediately after giving effect to such Commitment Increase, no Lender shall hold more than 20% of the total amount of the Commitments, and
(G) no Commitment Increase may, unless the Borrower shall indemnify each Lender for any loss, cost and expense attributable to such Commitment Increase in accordance with Section 2.16, be effected other than on a day (x) on which no Eurocurrency Loans are outstanding or (y) that is the last day of an Interest Period for all outstanding Eurocurrency Loans. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of any notice from the Borrower with respect to such proposed Commitment Increase. It shall be in each Lender's sole discretion whether to increase its Commitment (hereunder in connection with any proposed Commitment Increase. No later than 10 Business Days after its receipt of the decision Borrower's notice proposing a Commitment Increase, each Lender that is willing to increase the its Commitment of a hereunder (each such Lender to be within the sole and absolute discretion of such being an "Increasing Lender), or any other Person reasonably satisfactory ") shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree, and the Issuing Bank Administrative Agent shall promptly provide to provide the Borrower a new Commitmentcopy of such Increasing Lender's notice.
(ii) If agreement is reached prior to the relevant Commitment Increase Date with any Increasing Lenders and Assuming Lenders, by submitting if any, as to a Commitment Increase, the Borrower shall deliver, no later than one Business Day prior to such Commitment Increase Date, a notice of such agreement in reasonable detail to the Administrative Agent (and the Issuing Bank an Administrative Agent shall give notice thereof to the Lenders, including any Assuming Lenders). The Assuming Lenders, if any, shall become Lenders hereunder as of such Commitment Increase Supplement duly executed by Date and the Borrower Commitments of any Increasing Lenders and each such Lender Assuming Lenders shall become or other Personbe, as the case may be. If , as of such Commitment Increase Supplement is Date, the amounts specified in all respects reasonably satisfactory the notice delivered by the Borrower to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase SupplementAgent; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 1 contract
Sources: Credit Agreement (Brunswick Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and its option may, from time to time prior to the Maturity Datetime, at its sole costoption, expense and effort, seek to increase the total Commitmentsseek to (i) request any one or more of the Lenders to increase its Commitment term loans (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender)each an “Incremental Term Loan” and, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bankcollectively, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, “Incremental Term Loans”) and/or (xii) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in increase the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously an “Incremental Revolving Commitment” and, together with such increase the Incremental Term Loans, the “Incremental Facilities”) by up to an aggregate amount of $150,000,000 (1resulting in maximum total Commitments of $450,000,000) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection upon at least three (d), and (23) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay Business Days’ prior written notice to the Administrative Agent, for which notice shall specify the account amount of each any such other Lender, increaseIncremental Facility (which shall not be less than $25,000,000 or such lesser amount as to which the Administrative Agent may agree) and shall be necessary to reflect the assignment to it of Loans, certify that no Default has occurred and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment is continuing. After delivery of such Eurodollar Borrowings for purposes of Section 3.6;
notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increaseIncremental Facility (ivwhich may be declined by any Lender in its sole discretion) each such in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Person shall have delivered Lenderslenders or entities reasonably acceptable to the Administrative Agent Agent, the Issuing Banks (in the case of an Incremental Revolving Commitment) and the Borrower all forms, if any, that are required to be delivered by Borrower. No increase in the total CommitmentsIncremental Facility shall become effective until the existing or new Lenders extending such other Person pursuant to Section 3.7; and
(v) incremental Commitment amountIncremental Facility and the Borrower shall have delivered to the Administrative Agent with sufficient copies for each a document in form and substance reasonably satisfactory to the Administrative Agent and the Borrower pursuant to which (i) any such existing Lender providing or increasing a certificate commitment in respect of such Incremental Facility agrees to the amount of its Commitment increaseportion of the Incremental Facility, (ii) any such new Lenderlender providing a commitment in respect of such Incremental Facility agrees to its Commitment amountportion of the Incremental Facility and agrees to assume and accept the obligations and rights of a Financial Officer demonstrating pro forma compliance with revolving Lender and/or term lender hereunder, as applicable, (iii) the Borrower accepts such incremental CommitmentsIncremental Facility, (iv) the effective date of any increase in the Commitments is specifiedIncremental Facility is specified by the Borrower and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. The terms of any Incremental Term Loan shall, taken as a whole, be substantially identical to, or less favorable to the lenders making such Incremental Term Loan than, the terms of this Credit Agreement through applicable to Loans hereunder, except that (A) the Maturity Date Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents to implement such mechanical and conforming changes as the Borrower and the Administrative Agent deem appropriate, (B) the maturity date of any Incremental Term Loan shall be no earlier than the Maturity Date, (C) the interest rate margins and other economic terms, amortization schedule, prepayment terms, borrower (which shall be the Borrower or a Subsidiary Borrower) and currency applicable to any Incremental Term Loan shall be determined by the Borrower and the lenders thereunder and (D) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the Maturity Date. Each Incremental Term Loan shall be made pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by each Borrower, each lender under such Incremental Term Loan and the Administrative Agent, in each case without the need to obtain the consent of any other Person. Each Incremental Term Loan Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Term Loan Amendments. Upon the effectiveness of any increase in the total CommitmentsIncremental Revolving Commitment pursuant hereto, (i) each revolving Lender (new or existing) shall be deemed to have accepted an assignment at par from the existing revolving Lenders, and the existing revolving Lenders shall be deemed to have made an assignment at par to each new or existing revolving Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new revolving Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the revolving Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees relating to such principal amount. Payments received by assigning revolving Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Any increase of the total CommitmentsIncremental Facility pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other items documents as it the Administrative Agent may reasonably request. NoNotwithstanding anything in Section 9.02 or elsewhere herein to the contrary, no consent of any Lender (other than the Lenders agreeing to new or increased Commitmentscommitments) shall reasonably request in connection with such increasebe required for any incremental CommitmentIncremental Facility provided or Loan made pursuant to this Section 2.09(d).
Appears in 1 contract
Sources: Credit Agreement (Scansource Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Facility Commitments, the Designated Currency Commitments and the Yen Commitments shall each terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Facility Commitments, the Designated Currency Commitments or the Yen Commitments; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) the Company shall not terminate or reduce (A) the Facility Commitments if, after giving effect to any reduction concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the total Facility Commitments, (B) the Designated Currency Commitments if, after giving effect to an any concurrent prepayment of the Loans in accordance with Section 2.11, the aggregate principal amount below of the LC Commitment shall be automatically reduce outstanding Revolving Designated Currency Loans would exceed the LC Commitment on a dollar for dollar basistotal Designated Currency Commitments or (C) the Yen Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the aggregate principal amount of the outstanding Revolving Yen Loans would exceed the total Yen Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Facility Commitments, the Designated Currency Commitments or the Yen Commitments under paragraph (b) of this Section at least three one Business Days Day (or, to the extent a concurrent prepayment of Loans is required in accordance with Section 2.11, upon the minimum advance notice required in connection with such prepayment under such Section) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments shall be permanent and each permanent. Each reduction of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments shall be made ratably among the Lenders, the Designated Currency Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to or the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other PersonYen Lenders, as the case may be, in accordance with their respective Facility Commitments, Designated Currency Commitments or Yen Commitments, as applicable.
(d) Upon at least 15 days’ prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Company shall have the right, subject to the terms and conditions set forth below, to increase the aggregate amount of the Facility Commitments in multiples of $500,000 up to an aggregate amount not to exceed $250,000,000. If Any such Increase Supplement increase shall apply, at the option of the Company, (x) to the Facility Commitment of one or more Lenders, if such Lender or Lenders consent to such increase, or (y) to the creation of new Facility Commitments of one or more institutions not then a Lender hereunder; provided that (i) if any such institution is in all respects not then a Lender hereunder, such institution shall be reasonably satisfactory acceptable to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof acceptable to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (xii) such existing or new Lender shall execute and deliver to the Company and the Administrative Agent an Assumption Agreement substantially in the case form of each such Lender Exhibit I hereto (an “Increasing LenderAssumption Agreement”)) and (iii) if any Revolving Loans are outstanding at the time of any such increase, its Commitment shall be increased the Company will, notwithstanding anything to the amount set forth contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Revolving Loans from the Lenders in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately amounts so that after giving effect thereto, the sum Revolving Loans shall be outstanding on a pro rata basis (based on the Facility Commitments of the Lenders after giving effect to the changes made pursuant hereto on such date) from all increases the Lenders. Upon the effectiveness of any increase in the aggregate Facility Commitments made pursuant to this Section 2.5(d2.09(d), Schedule 2.01(a) hereto shall be automatically amended to reflect such increase. It is understood that any increase in the amount of the Facility Commitments pursuant to this Section 2.09(d) shall not exceed $25,000,000;
(ii) each such increase constitute an amendment or modification of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person Agreement pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase10.02.
Appears in 1 contract
Sources: Five Year Credit Agreement (Dun & Bradstreet Corp/Nw)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the 364-Day Facility Commitments shall terminate on the Maturity 364-Day Facility Commitment Termination Date and the Multi-Year Facility Commitments shall terminate on the Multi-Year Facility Commitment Termination Date.
(b) The Borrower may at any time terminate, or from time to time reduce, each of the 364-Day Facility Commitments and the Multi-Year Facility Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000 10,000,000 and (iiiii) the Borrower shall not terminate or reduce (A) the 364-Day Facility Commitments if, after giving effect to any reduction concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate 364-Day Facility Credit Exposures would exceed the total 364-Day Facility Commitments and (B) the Multi-Year Facility Commitments if, after giving effect to an amount below any concurrent prepayment of the LC Commitment shall be automatically reduce Loans in accordance with Section 2.08, the LC Commitment on a dollar for dollar basisaggregate Multi-Year Facility Credit Exposures would exceed the total Multi-Year Facility Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the 364-Day Facility Commitments or the Multi-Year Facility Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the 364-Day Facility Commitments or the Multi-Year Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the 364-Day Facility Commitments or the Multi-Year Facility Commitments shall be permanent and each permanent. Each reduction of the 364-Day Facility Commitments shall be made ratably among the Lenders in accordance with their respective 364-Day Facility Commitments. Each reduction of the Multi-Year Facility Commitments shall be made ratably among the Lenders in accordance with their respective Multi-Year Facility Commitments.
(d) The Borrower may at any time and from time to time prior time, by notice to the Maturity Administrative Agent, propose that the aggregate amount of the 364-Day Facility Commitments and Multi-Year Facility Commitments be increased (a "Commitment Increase"), effective as of a date (such date or such other date as agreed to by the Administrative Agent and the Borrower being the "Commitment Increase Date") that shall be (A) no later than six months after the Effective Date and (B) at least 15 Business Days after the date of such notice; provided that:
(1) the Borrower may not propose more than two Commitment Increases;
(2) the minimum proposed Commitment Increase for each Commitment Increase Date shall be $10,000,000;
(3) in no event shall the aggregate amount of the 364-Day Facility Commitments and the Multi-Year Facility Commitments at any time exceed $400,000,000; and
(4) no Default shall have occurred and be continuing on such Commitment Increase Date and immediately after giving effect to such Commitment Increase. The Administrative Agent shall notify the Lenders promptly upon its receipt of any such notice. It shall be in each Lender’s sole discretion whether to increase its Commitment in connection with a proposed Commitment Increase. No later than 10 Business Days after its receipt of the Borrower’s notice, at each Lender that is willing to increase its sole cost364-Day Facility Commitment and Multi-Year Facility Commitment (an “Increasing Lender”) shall deliver to the Administrative Agent a notice, expense in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree, and effort, request any the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Borrower may arrange a Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition as Assuming Lenders of third-party lenders acceptable to the Borrower and the Administrative Agent as parties to this Agreement, provided that (i)(A) with respect to each Increasing Lender, the minimum increase its in such Lender’s Commitment shall be $5,000,000, and (B) the minimum Commitment of each Assuming Lender that becomes a party to this Agreement pursuant to this Section 2.06(d) shall be $15,000,000, and (ii) any Commitment Increase shall be allocated ratably between the 364-Day Facility Commitments and Multi-Year Facility Commitments (calculated based on the aggregate amount of Commitments and Loans outstanding of a Class as a percentage of the aggregate Commitments and Loans outstanding hereunder). If agreement is reached prior to the Commitment Increase Date with the Increasing Lenders and Assuming Lenders, if any, as to a Commitment Increase (the decision amount of which may be less than that specified in the applicable notice from the Borrower), the Borrower shall deliver, no later than one day prior to increase the Commitment of Increase Date, a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory notice to the Administrative Agent (and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent shall give notice thereof to the Lenders (including any Assuming Lenders)). On the Commitment Increase Date, the Assuming Lenders, if any, shall become Lenders hereunder as of the Commitment Increase Date and the Issuing Bank an Increase Supplement duly executed by the Borrower Commitments of such Increasing Lenders and each such Lender Assuming Lenders shall become or other Personbe, as the case may be. If such , as of the Commitment Increase Supplement is Date the amounts specified in all respects reasonably satisfactory the notice delivered by the Borrower to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase SupplementAgent; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $25,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower Borrower, at its option, may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender seek incremental Commitments and/or term loans (an “Increasing LenderIncremental Term Loan”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases not exceeding in the aggregate Commitments made pursuant to this Section 2.5(d$750,000,000 for all such Commitment increases or Incremental Term Loans after the Closing Date hereof upon at least three (3) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay Business Days’ prior written notice to the Administrative Agent, for which notice shall (i) specify the account amount of each any such proposed increase (which shall not be less than $25,000,000 (or such lesser amount to which the Administrative Agent may agree), (ii) specify whether the proposed increase is with respect to Commitments, an Incremental Term Loan or both and (iii) certify that no Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments and Incremental Term Loan on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered financial institutions or entities reasonably acceptable to the Administrative Agent Agent, Swingline Lender and Issuing Banks. No increase in the Borrower all forms, if any, that are required to be delivered by total Commitments or the addition of an Incremental Term Loan shall become effective until the existing or new Lenders extending such other Person pursuant to Section 3.7; and
(v) incremental Commitment amount or Incremental Term Loan and the Borrower shall have delivered to the Administrative Agent with sufficient copies for each a document, in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender a certificate agrees to the amount of its Commitment increase or Incremental Term Loan, (ii) any such new Lender agrees to its Commitment or Incremental Term Loan amount and agrees to assume and accept the obligations and rights of a Financial Officer demonstrating pro forma compliance Lender hereunder, (iii) the Borrower accepts such incremental Commitments or Incremental Term Loan, (iv) the effective date of any increase in the Commitments or addition of an Incremental Term Loan and the date of any Incremental Term Loans to be made pursuant thereto is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Revolving Lender (new or existing) with a Commitment shall be deemed to have accepted an assignment from the existing Lenders with a Commitment, and the existing Revolving Lenders with a Commitment shall be deemed to have made an assignment at par to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the LC Exposure and Swingline Exposure of the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. The Borrower shall make any payments under Section 2.16 arising out of the making of the assignments referred to in the two preceding sentences. Any Incremental Term Loan extended pursuant to this Section 2.09 shall be on terms identical to those of the Revolving Loans except for mechanical terms associated with their nature as term loans and except that such Incremental Term Loans shall have terms with respect to pricing, amortization, maturity and prepayments as the Borrower and the applicable Lenders may agree; provided, however, that in no event shall the final maturity date of such Incremental Term Loans be earlier than the Revolving Maturity Date. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Credit Agreement through Documents, executed by the Maturity Date Borrower, each new or existing Lender participating in such tranche of Incremental Term Loans, and the Administrative Agent. The effectiveness of any such incremental Commitments or Incremental Term Loan shall be subject to receipt by the Administrative Agent shall have received from the Borrower of such resolutions and certificates (consistent with those delivered pursuant to Section 4.01(e) and (f)) and other items documents as it the Administrative Agent may reasonably request. From and after the making of a Revolving Loan pursuant to this Section, such loan shall be deemed a “Revolving Loan” hereunder for all purposes hereof, subject to all the terms and conditions hereof. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments or the Incremental Term Loans) shall be required for any incremental Commitment or Incremental Term Loans provided or Loan made pursuant to this Section 2.09(d). Nothing contained in this Section 2.09(d) shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Commitments or Incremental Term Loans pursuant to this Section 2.09(d), any new Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in connection the case of any new Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with such increase“know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Sources: Credit Agreement (Fortune Brands Home & Security, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the their respective Maturity DateDates.
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Loan Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Revolving Loan Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000.00 and the aggregate Revolving Loan Commitments shall not be less than $5,000,000 60,000,000.00, (ii) the Borrower shall not terminate or reduce the Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Loan Commitments, and (iii) any the Borrower must give the Administrative Agent at least five (5) Business Days prior notice by electronic communication of its desire to terminate or reduce the Revolving Loan Commitments. Any termination or reduction in the Revolving Loan Commitments will result in a pro rata termination or reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisForeign Currency Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Revolving Loan Commitments shall be permanent and each permanent. Each reduction of the Revolving Loan Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Loan Commitments.
(d) The So long as the Borrower is not then in Default and so long as the Borrower has not reduced the Revolving Loan Commitment pursuant to Section 2.09(b), the Borrower may at any time and from time to time on two (2) occasions prior to thirty (30) months after the Maturity Effective Date, at its sole costrequest that the aggregate Revolving Loan Commitments be increased, expense so long as the aggregate Revolving Loan Commitments do not exceed Seven Hundred Fifty Million Dollars ($750,000,000), and effortso long as on the effective date of the increase the REIT shall have a minimum Net Worth of One Billion Dollars ($1,000,000,000) on a consolidated basis in accordance with GAAP. So long as the Borrower is not then in Default, the Borrower may on two (2) occasions prior to thirty (30) months after the Effective Date, request any one or more that the aggregate Term Loan Commitments be increased, so long as the aggregate Term Loan Commitments do not exceed Two Hundred Fifty Million Dollars ($250,000,000), and so long as on the effective date of the Lenders to increase its Commitment (the decision to increase the Commitment REIT shall have a minimum Net Worth of One Billion Dollars ($1,000,000,000) on a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by consolidated basis in accordance with GAAP. If the Borrower and each such Lender or other Person, as requests that the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bankaggregate Commitments be increased, the Administrative Agent shall execute such Increase Supplement use its best efforts to obtain increased or additional commitments, and to do so the Administrative Agent shall deliver a copy thereof may, after first offering the Lenders the opportunity to participate in the increased Commitments, obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders. The Borrower and each such Lender or Guarantor shall execute an amendment to this Agreement, additional Notes and other Person, documents as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent may 39 reasonably require to evidence the increase of the Commitments, and the Issuing Bankadmission of additional Persons as Lenders, if necessary.
(xe) If the minimum required Net Worth is decreased in accordance with Section 5.10 hereof, then contemporaneously with the case reduction of each such Lender said required minimum Net Worth the aggregate Commitments must be reduced (pro rata between the Revolving Loan Commitment and the Term Loan Commitment based on the then existing Commitment amounts) to an “Increasing Lender”), its aggregate Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
no greater than (i) immediately after giving effect thereto$450,000,000 if the REIT's Net Worth is less than $1,000,000,000 but equal to or greater than $825,000,000, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
and (ii) each such increase of $350,000,000 if the aggregate Commitments shall be in an amount not REIT's Net Worth is less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase825,000,000.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments and the Letter of Credit Commitments shall terminate on the Maturity Commitment Termination Date; provided however, upon delivery to the Administrative Agent of a copy of an order or approval issued by the PUC, certified by a Financial Officer to be true and complete, which is final and not subject to review or appeal, that approves the extension of the date set forth in clause (a) of the definition of Commitment Termination Date, then the date set forth in clause (a) of the definition of Commitment Termination Date shall be automatically extended to the latest date permitted by such order or approval but in no event later than June 30, 2022.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum 2.07 and/or any concurrent cash collateralization of the Letter of Credit Exposures Exposure, (x) the Aggregate Credit Exposure would exceed the total Aggregate Revolving Commitments, (y) the total Revolving Credit Exposures of all of the Lenders would exceed the Aggregate Revolving Commitments or (z) the Aggregate Letter of Credit Exposure would exceed the Aggregate Letter of Credit Commitments, and (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis5,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each Any termination or reduction of the Commitments hereunder shall be permanent but without prejudice to the rights of the Borrower under paragraph (d) below. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Provided that immediately before and after giving effect thereto, no Default shall or would exist and be continuing and the conditions set forth in Section 5.02 have been satisfied or waived, the Borrower may at any time and from time to time prior time, on or before the Commitment Termination Date referred to in clause (a) of the Maturity Date, at its sole cost, expense and effortdefinition thereof (including after giving effect to any extension thereof pursuant to Section 2.05(a)), request any one or more of the Lenders to increase its Commitment (the such decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender)) its Revolving Commitment and Letter of Credit Commitment, or and/or any other Person Eligible Assignee reasonably satisfactory to the Administrative Agent and the Issuing Bank Borrower, to provide a new Revolving Commitment and a new Letter of Credit Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement Request in the form of Exhibit F (an “Increase Request”), duly executed by the Borrower and each such Lender or other PersonEligible Assignee, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankThereupon, the Administrative Agent shall execute such Increase Supplement Request and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other PersonEligible Assignee, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing BankRequest, (xi) in the case of each such Lender (an “Increasing Lender”), its such Lender’s Revolving Commitment shall be increased to the amount set forth in such Increase SupplementRequest, (yii) in the case of each such other Person (a “New Lender”)Eligible Assignee, such New Lender Eligible Assignee shall become a party hereto and have the rights and obligations shall for all purposes of a Lender under the Loan Documents and its be deemed a “Lender” with a Revolving Commitment shall be as in the amount set forth in such Increase Supplement; provided Request, and (iii) the Borrower shall contemporaneously therewith execute and deliver to the Administrative Agent a Note or Notes for each such Eligible Assignee providing a new Revolving Commitment and for such existing Lender increasing its Revolving Commitment provided, however, that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Aggregate Revolving Commitments made shall not have been increased pursuant to this Section 2.5(dsubsection (d) shall not exceed to an amount greater than the sum of (x) $25,000,000275,000,000 plus (y) the amount of the Revolving Commitment of each Lender that becomes a Defaulting Lender;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 5,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) the Revolving Commitments shall not be increased on more than three occasions;
(iv) the Administrative Agent shall have received documents (including, without limitation, one or more opinions of counsel) consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase;
(v) if Loans would shall be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lenderthe Lenders shall, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion upon the acceptance of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)Increase Request by, and (2) in connection with such assignmentat the direction of, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for make appropriate adjustments among themselves so that the account amount of each such other Lender, such amount as Revolving Credit Exposures from any of the Lenders under this Agreement are allocated among the Lenders according to their Commitment Percentages after giving effect to the increase in the Aggregate Revolving Commitments (it being understood and agreed that any reallocation made pursuant to this clause (v) shall be necessary require the Borrower to reflect the assignment make payment pursuant to it of Section 3.06 with respect to any affected Eurodollar Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6);
(ivvi) each such other Person Eligible Assignee shall have delivered to the Administrative Agent and the Borrower an Administrative Questionnaire and all forms, if any, that are required to be delivered by such other Person Eligible Assignee pursuant to Section 3.73.07(e); and
(vvii) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender shall have received (1) a copy of an order or approval issued by the PUC, certified by a Financial Officer to be true and complete, which is final and not subject to review or appeal, that authorizes the Borrower to obtain any increase in the Commitments requested by the Borrower and (2) a certificate of a Financial Officer demonstrating pro forma compliance with attaching thereto resolutions of the terms Board of this Credit Agreement through Directors of the Maturity Date and Borrower authorizing any increase of the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseCommitments requested by the Borrower.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.72.10, the sum of the Credit Revolving Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.
(d) The Borrower may at At any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more expiration of the Lenders Revolving Availability Period, and so long as no Event of Default shall have occurred which is continuing, the Borrower may elect to increase the aggregate of the Commitments to an amount not exceeding $160,000,000 minus any reductions in the Commitments pursuant to Section 2.07(b) hereof, provided that (i) no Lender shall be required to increase its Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lendercontrary set forth in Section 9.02 hereof), or any other Person reasonably satisfactory (ii) the addition of new Lenders shall be subject to the Administrative Agent terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the Issuing Bank to provide a new Commitmentlike), by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by (iii) the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute and deliver such Increase Supplement additional or replacement Notes and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, documentation (including evidence of proper authorization) as the case may be. Upon execution and delivery of such Increase Supplement be reasonably requested by the Administrative Agent and the Issuing BankAgent, any new Lender or any Lender which is increasing its Commitment, (xiv) in the case of each such no Lender (an “Increasing Lender”), shall have any right to decrease its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case as a result of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increasethe Commitments, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such certificates increase in the aggregate committed amount of the Commitments, and other items as it (vi) such option to increase the Commitments may only be exercised once. The Borrowers shall reasonably request be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increaseincrease in Commitments.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, Commitments and (ii) each such reduction of the Commitments shall be in an the amount that is an of $5,000,000 or a higher integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis1,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank Banks to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank Banks an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be, together with such other documentation and deliveries as the Administrative Agent shall reasonably require (which may include copies of resolutions authorizing such increase and/or opinion of counsel). If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankBanks, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing BankBanks, (xi) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (yii) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(iA) immediately after giving effect thereto, the sum of all increases (other than any increase in any Lender’s Commitment in order to replace another Lender pursuant to Section 3.8(b)) in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed the sum of (x) $25,000,000100,000,000 plus (y) the amount of the Commitment of each Lender that becomes a Defaulting Lender;
(iiB) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an a higher integral multiple of $1,000,0005,000,000;
(iiiC) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment an Assignment and assumption, in form and substance substantially similar to Exhibit AAssumption, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection clause (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(ivD) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(vE) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 1 contract
Sources: Credit Agreement (Allete Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate upon the funding of the Term Loans on the Effective Date and (ii) all other Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000 10,000,000 and (iiiii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce Total Revolving Credit Exposure would exceed the LC Commitment on a dollar for dollar basistotal Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and its option may, from time to time prior time, seek to the Maturity Date, at its sole cost, expense and effort, (i) request any one or more of the Lenders to increase its Commitment term loans (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender)each an “Incremental Term Loan” and, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bankcollectively, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x“Incremental Term Loans”) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
and/or (ii) each such increase of the aggregate Revolving Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any each such increase, then simultaneously an “Incremental Revolving Commitment” and, together with such increase the Incremental Term Loans, the “Incremental Facilities”) by up to an aggregate amount of $250,000,000 upon at least three (13) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay Business Days’ prior written notice to the Administrative Agent, for which notice shall specify the account amount of each any such other Lender, Incremental Facility (which shall not be less than $25,000,000 or such lesser amount as to which the Administrative Agent may agree) and shall be necessary to reflect the assignment to it of Loans, certify that no Default has occurred and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment is continuing. After delivery of such Eurodollar Borrowings for purposes notice, the Borrower, in consultation with the Administrative Agent, may offer the Incremental Facility (which may be declined by any Lender in its sole discretion) on either a ratable basis to the Lenders of Section 3.6;
any Class or on a non pro-rata basis to one or more Lenders and/or to other lenders or entities (ivother than any Ineligible Institution) each such other Person shall have delivered reasonably acceptable to the Administrative Agent Agent, the Issuing Banks (in the case of an Incremental Revolving Commitment), the Swingline Lenders (in the case of an Incremental Revolving Commitment) and the Borrower all forms, if any, that are required to be delivered by Borrower. No Incremental Facility shall become effective until the existing or new Lenders extending such other Person pursuant to Section 3.7; and
(v) Incremental Facility and the Borrower shall have delivered to the Administrative Agent with sufficient copies for each a document in form and substance reasonably satisfactory to the Administrative Agent and the Borrower pursuant to which (i) any such existing Lender providing or increasing a certificate commitment in respect of such Incremental Facility agrees to the amount of its portion of the Incremental Facility, (ii) any such new lender providing a commitment in respect of such Incremental Facility agrees to its portion of the Incremental Facility and agrees to assume and accept the obligations and rights of a Financial Officer demonstrating pro forma compliance with Lender of the applicable Class hereunder, as applicable, (iii) the Borrower accepts such Incremental Facility, (iv) the effective date of any Incremental Facility is specified by the Borrower and the lenders providing or increasing their respective commitments in respect of such Incremental Facility and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. The terms of any Incremental Term Loan shall, taken as a whole, be substantially identical to, or less favorable to the lenders making such Incremental Term Loan than, the terms of this Credit Agreement through applicable to Loans hereunder, except that (A) the Maturity Date Borrower and the Administrative Agent may amend this Agreement and the other Credit Documents to implement such mechanical and conforming changes as the Borrower and the Administrative Agent deem appropriate, (B) the maturity date of any Incremental Term Loan shall be no earlier than the Maturity Date, (C) the interest rate margins and other economic terms, amortization schedule, prepayment terms, borrower (which shall be the Borrower or a Subsidiary Borrower) and currency applicable to any Incremental Term Loan shall be determined by the Borrower and the lenders thereunder and (D) the foregoing limitation upon the terms of any Incremental Term Loan shall not apply to covenants or other provisions applicable only to periods after the Maturity Date. Each Incremental Term Loan shall be made pursuant to an amendment, restatement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Credit Documents, executed by each Borrower, each lender under such Incremental Term Loan and the Administrative Agent, in each case without the need to obtain the consent of any other Person. Each Incremental Term Loan Amendment may effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Term Loan Amendments. Upon the effectiveness of any Incremental Revolving Commitment pursuant hereto, (i) each Revolving Lender (new or existing) shall be deemed to have accepted an assignment at par from the existing Revolving Lenders, and the existing Revolving Lenders shall be deemed to have made an assignment at par to each new or existing Revolving Lender accepting a new or increased Revolving Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Revolving Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees relating to such principal amount. Payments received by assigning Revolving Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Any Incremental Facility pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other items documents as it the Administrative Agent may reasonably request. Notwithstanding anything in Section 9.02 or elsewhere herein to the contrary, no consent of any Lender (other than the Lenders agreeing to new or increased commitments) shall be required for any Incremental Facility or Loan made pursuant to this Section 2.09(d). In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to this Section 2.09, any Person becoming a new Lender party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in connection the case of any such Person that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with such increase“know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Sources: Credit Agreement (Scansource, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, Commitment; provided that (i) each reduction of the Commitments shall be in an amount equal to $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.09, the sum of the Credit Revolving Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at At any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more expiration of the Lenders to increase its Commitment (Revolving Availability Period, and so long as no Default or Event of Default shall have occurred which is continuing, the decision Borrower may elect to increase the Commitment aggregate of a Lender the Commitments to be within an amount not exceeding $100,000,000 minus any reductions in the sole and absolute discretion Commitments pursuant to Section 2.07(b) hereof, provided that (i) the Borrower shall give at least fifteen (15) Business Days' prior written notice of such Lender), or any other Person reasonably satisfactory increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the Issuing Bank right (but not the obligation) to provide a new Commitment, subscribe to its pro rata share of the proposed increase in the Commitments by submitting giving written notice of such election to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iii) no Lender shall deliver a copy thereof be required to increase its Commitment unless it shall have expressly agreed to such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount contrary set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”Section 9.02 hereof), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person the addition of new Lenders shall have delivered be subject to the Administrative Agent terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the Borrower all formslike), if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent with sufficient copies for each Agent, any new Lender or any Lender which is increasing its Commitment, (vi) no Lender shall have any right to decrease its Commitment as a certificate result of a Financial Officer demonstrating pro forma compliance with such increase of the terms aggregate amount of this Credit Agreement through the Maturity Date and Commitments, (vii) the Administrative Agent shall have received no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such certificates increase in the aggregate committed amount of the Commitments, and other items as it (viii) such option to increase the Commitments may only be exercised once. The Borrowers shall reasonably request be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Commitments pursuant to this provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increaseincrease in Commitments.
Appears in 1 contract
Sources: Credit Agreement (Lubys Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity DateDate and the Term Commitments shall terminate on the Effective Date after the Term Loans are made.
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $5,000,000 10,000,000 and (iiiii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce sum of the LC Commitment on a dollar for dollar basisRevolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Revolving Commitments shall be permanent and each permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.
(d) The Borrower may at any time and may, from time to time prior to the Maturity Datetime, at its sole costoption, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision seek to increase the Commitment of a Lender total Revolving Commitments by up to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is $50,000,000 (resulting in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate maximum total Revolving Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
350,000,000) upon at least ten (iii10) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay Business Days’ prior written notice to the Administrative Agent, for which notice shall specify the account amount of each any such other Lender, such amount as increase and shall be necessary to reflect the assignment to it of Loans, delivered at a time when no Default has occurred and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment is continuing. After delivery of such Eurodollar Borrowings for purposes of Section 3.6;
notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (ivwhich may be declined by any Lender in its sole discretion) each such in the total Revolving Commitments on either a ratable basis to the Revolving Lenders or on a non pro-rata basis to one or more Revolving Lenders and/or to other Person shall have delivered Lenders or entities reasonably acceptable to the Administrative Agent Agent, the Issuing Bank and the Borrower all forms, if any, that are required to be delivered by Borrower. No increase in the total Revolving Commitments shall become effective until the existing or new Lenders extending such other Person pursuant to Section 3.7; and
(v) incremental Revolving Commitment amount and the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Revolving Commitment increase, any such new Lender states its Revolving Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Revolving Commitments. The Lenders (new or existing) shall have received accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Commitment, of a direct (in the case of Revolving Loans) or participation (in the case of Letters of Credit) interest in each then outstanding Revolving Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and letter of credit fees. The Borrower shall make any payments under Section 2.16 resulting from such assignments. Any such increase of the total Revolving Commitments shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other items documents as it shall the Administrative Agent may reasonably request in connection with such increaserequest.
Appears in 1 contract
Sources: Credit Agreement (Sauer Danfoss Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments Facility Commitments, the Designated Currency Subcommitments and the Yen Subcommitments shall each terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Facility Commitments, the Designated Currency Subcommitments or the Yen Subcommitments; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) the Company shall not terminate or reduce (A) the Facility Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures would exceed the total Facility Commitments, (B) the Designated Currency Subcommitments if, after giving effect to an any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate principal amount below of the LC Commitment shall be automatically reduce outstanding Revolving Designated Currency Loans would exceed the LC Commitment on a dollar for dollar basistotal Designated Currency Subcommitments, or (C) the Yen Subcommitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate principal amount of the outstanding Revolving Yen Loans would exceed the total Yen Subcommitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments Facility Commitments, the Designated Currency Subcommitments or the Yen Subcommitments under paragraph (b) of this Section at least three one Business Days Day (or, to the extent a concurrent prepayment of Loans is required in accordance with Section 2.10, upon the minimum advance notice required in connection with such prepayment under such Section) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments Facility Commitments, the Designated Currency Subcommitments or the Yen Subcommitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each Any termination or reduction of the Commitments Facility Commitments, the Designated Currency Subcommitments or the Yen Subcommitments shall be permanent. Each reduction of the Facility Commitments, the Designated Currency Subcommitments or the Yen Subcommitments shall be made ratably among the Lenders, the Designated Currency Lenders or the Yen Lenders, as the case may be, in accordance with their respective Facility Commitments, Designated Currency Subcommitments or Yen Subcommitments, as applicable.
(d) The Borrower Company may at any time and from time to time prior elect to increase the Maturity Date, at its sole cost, expense and effort, request any Facility Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of $50,000,000 so long as, after giving effect thereto, the Lenders to aggregate amount of such increases and all such Incremental Term Loans does not exceed $250,000,000. The Company may arrange for any such increase its Commitment (the decision to increase the Commitment of a Lender or Incremental Term Loan to be within the sole and absolute discretion of provided by one or more existing Lenders (each such existing Lender, an “Increasing Lender”), or any by one or more new banks, financial institutions or other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and entities (each such Lender new bank, financial institution or other Personentity, an “Augmenting Lender”), to increase their existing Facility Commitments, or to participate in such Incremental Term Loans, or extend Facility Commitments, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory ; provided that (i) each Augmenting Lender shall be subject to the approval of the Company and the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (ii) (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth Company, the Administrative Agent and such Increasing Lender execute an agreement substantially in such Increase Supplementthe form of Exhibit E hereto, and (y) in the case of each an Augmenting Lender, the Company, the Administrative Agent and such Augmenting Lender execute an agreement substantially in the form of Exhibit F hereto. No consent of any Lender (other Person (a “New Lender”), such New Lender shall become a party hereto and have than the rights and obligations of a Lender under Lenders participating in the Loan Documents and its Commitment increase or any Incremental Term Loan) shall be as set forth required for any increase in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Facility Commitments made or Incremental Term Loan pursuant to this Section 2.5(d2.08(d). Increases and new Facility Commitments and Incremental Term Loans created pursuant to this Section 2.08(d) shall not exceed $25,000,000;
(ii) each such increase of become effective on the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increasedate agreed by the Company, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all formsrelevant Increasing Lenders or Augmenting Lenders, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to and the Administrative Agent with sufficient copies for shall notify each Lender a certificate thereof. Notwithstanding the foregoing, no increase in the Facility Commitments (or in the Facility Commitment of a Financial Officer demonstrating pro forma compliance with any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the terms proposed date of this Credit Agreement through the Maturity Date effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) (including the representations and warranties set forth in Section 3.04(b)) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such certificates date and executed by a Financial Officer of the Company and (B) the Company shall be in compliance (on a pro forma basis) with the covenant contained in Section 6.05 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Facility Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other items Lenders, as it being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrowers shall reasonably request be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in connection the Facility Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company, on behalf of the applicable Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans and may include amortization and mandatory prepayment provisions. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the Borrowing Subsidiary Agreements, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the Borrowing Subsidiary Agreements as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.08(d). Nothing contained in this Section 2.08(d) shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Facility Commitment hereunder, or provide Incremental Term Loans, at any time. Upon the effectiveness of any increase in Facility Commitments pursuant to this Section 2.08(d), Schedule 2.01(a) hereto shall be automatically amended to reflect such increase. It is understood that any increase in the amount of the Facility Commitments pursuant to this Section 2.08(d) shall not constitute an amendment or modification of this Agreement pursuant to Section 10.02.
Appears in 1 contract
Sources: Credit Agreement (Moodys Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and may, from time to time prior to the Maturity Datetime, at its option, seek to increase the total Commitments by up to an aggregate amount of $50,000,000 for all such increases (resulting in maximum total Commitments of $300,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole cost, expense and effort, request any discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), other Lenders or any other Person entities reasonably satisfactory acceptable to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may beBorrower. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) No increase in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender total Commitments shall become a party hereto effective until the existing or new Lenders extending such incremental Commitment amount and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (new or existing) shall have received accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and letter of credit fees. The Borrower shall make any payments under Section 2.16 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other items documents as it shall the Administrative Agent may reasonably request in connection with such increaserequest. Not more than four (4) increases may be made pursuant to this Section 2.09(d).
Appears in 1 contract
Sources: Credit Agreement (Scansource Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, provided that (i) the Borrower Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum aggregate outstanding principal amount of the Credit Exposures all Lenders’ Loans would exceed the total Commitments, Commitments and (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis5,000,000.
(c) Upon the occurrence of a Change in Control, the Commitments shall automatically terminate and the outstanding principal amount of, and the accrued interest on, the Loans and all other amounts payable by the Borrowers hereunder and under the Notes (including any amounts payable under Section 3.6) shall forthwith be due and payable.
(d) Provided that at the time of and immediately after giving effect thereto, no Default shall exist and be continuing, the Company may at any time and from time to time, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent to provide a new Commitment, by submitting to the Administrative Agent an Increase Supplement duly executed by each Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, it shall execute such Increase Supplement and deliver a copy thereof to the Company and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent, (i) in the case of each such Lender, its Commitment shall be increased to the amount set forth in such Increase Supplement and (ii) in the case of each such other Person, such other Person shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided, however, that:
(A) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $500,000,000;
(B) each such increase shall be in an amount not less than $50,000,000 or such amount plus an integral multiple of $10,000,000;
(C) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such increasing Lender, each such other Person and each other Lender having a Commitment shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such increasing Lender and each such other Person a portion of its Loans necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such increasing Lender and each such other Person shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; and
(D) each such other Person shall have delivered to the Administrative Agent and the Company all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7(c).
(e) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and and, except as provided in Section 2.8, each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase.
Appears in 1 contract
Sources: Credit Agreement (Allstate Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Termination Date.
(b) The Borrower may at any time terminate, or from time to time reduce, reduce or terminate the Commitments, provided that (i) each reduction in the Commitments shall be in an amount that is at least $5,000,000 and integrals thereof, and the total Commitments may not be reduced to less than $10,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.08, the sum aggregate Revolving Credit Exposure of the Credit Exposures all Lenders would exceed the total Commitments as so reduced. After any reduction in the Commitments, (iithe Borrower’s option to increase the Commitments provided in Section 2.06(d) each such reduction shall terminate. Any termination of the Commitments in full shall be in an amount that is an integral multiple subject to payment of $1,000,000 and not less than $5,000,000 and (iii) any reduction of fees required by the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisFee Letter.
(c) The Borrower shall notify the Administrative Agent of any election to reduce or terminate or reduce the Commitments under paragraph (bSection 2.06(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(c) shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any reduction of the Commitments shall be permanent and each permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The So long as the Borrower may is not then in Default, and the Borrower has not previously decreased the Commitments under Section 2.06(b), the Borrower may, at any time and from time to time prior to the Maturity Termination Date, at its sole costrequest that the Commitments be increased, expense and effort, request any one or more of the Lenders to so long as (a) each increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery minimum amount of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus and an integral multiple of $1,000,000;
10,000,000 (iiior such smaller amounts as the Agent may approve), (b) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase the aggregate Commitments do not exceed $100,000,000 (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its the “Maximum Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d”), and (2c) in connection with the aggregate amount of all such assignmentincreases do not exceed $60,000,000. If the Borrower requests that the total Commitments be increased pursuant to this Section 2.06(d), each the Agent shall use its best efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Agent may obtain additional lenders of its choice (and approved by Borrower, such Increasing Lender approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders. The Borrower and each such New Lender other Credit Party shall pay execute an amendment to this Agreement, additional Notes and other documents as the Administrative Agent, for Agent may reasonably require to evidence the account increase of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent Commitments and the Borrower all formsadmission of additional Persons as Lenders, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increasenecessary.
Appears in 1 contract
Sources: Revolving Credit Agreement (Industrial Income Trust Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Loan Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Loan Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Revolving Loan Commitments shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $5,000,000 and (iiiii) the Borrower shall not terminate or reduce the Revolving Loan Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below Loans in accordance with Section 2.10, the LC Commitment shall be automatically reduce sum of the LC Commitment on a dollar for dollar basisRevolving Credit Exposures would exceed the total Revolving Loan Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Revolving Loan Commitments shall be permanent and each permanent. Each reduction of the Revolving Loan Commitments shall be made ratably among the Lenders with Revolving Loan Commitments in accordance with their respective Revolving Loan Commitments.
(d) The Borrower may at any time and from time to time prior time, by written notice to the Maturity DateAdministrative Agent, at its sole cost, expense and effortwith the consent of the Required Lenders, request any that the Administrative Agent increase the total Revolving Loan Commitments (a “Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Revolving Loan Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, however, that (w) no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the effective date of such Revolver Increase (the “Increase Date”) or shall occur as a result thereof, (x) any New Lender that becomes party to this Agreement pursuant to this Section 2.08(d) shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Administrative Agent and consented to by the Borrower and (y) the other conditions set forth in this Section 2.08(e) below are satisfied. The Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrower. The aggregate amount of Revolver Increases shall not exceed $100,000,000 and no single such Revolver Increase shall be for an amount less than $1,000,000.
(e) On each Increase Date, (i) each New Lender that has chosen to participate in such Revolver Increase shall, subject to the conditions set forth in Section 2.08(d) hereof, become a Lender party to this Agreement as of such Increase Date and shall have a Revolving Loan Commitment in an amount equal to its share of the Revolver Increase and (ii) each Lender that has chosen to increase its Commitment (pursuant to Section 2.08(d) will have its Revolving Loan Commitment increased by the decision to increase amount of its share of the Commitment of a Lender to be within the sole and absolute discretion Revolver Increase as of such Lender)Increase Date; provided, however, that the Administrative Agent shall have (y) received from the Borrower all out-of-pocket costs and expenses incurred by the Administrative Agent or any Lender in connection with such Revolver Increase and (z) received on or before such Increase Date the following, each dated such date:
(i) certified copies of resolutions of the governing body of the Borrower approving the Revolver Increase and the corresponding modifications, if any, to the Financing Documents required under subclause (vi) below, together with a certificate of the Borrower certifying that there have been no changes to the constitutive documents of the Borrower since the Effective Date, or any other Person reasonably if there have been changes, copies certified by the Borrower of all such changes;
(ii) an assumption agreement from each New Lender participating in the Revolver Increase, if any, in form and substance satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment(each, an “Assumption Agreement”), duly executed by submitting to such New Lender, the Administrative Agent and the Issuing Bank an Borrower;
(iii) confirmation from each Lender participating in the Revolver Increase Supplement duly executed of the increase in the amount of its Revolving Loan Commitment, in form and substance satisfactory to the Administrative Agent;
(iv) a certificate of the Borrower certifying that no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such Revolver Increase;
(v) a certificate of the Borrower certifying that the representations and warranties made by the Borrower herein and each such Lender or in the other Person, as the case may be. If such Increase Supplement is Financing Documents are true and complete in all material respects with the same force and effect as if made on and as of such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and complete in all material respects as of such earlier date);
(vi) supplements or modifications to the Financing Documents and such additional Financing Documents, including any new Notes to New Lenders and replacement Notes to Lenders that agree to participate in such Revolver Increase, that the Administrative Agent reasonably satisfactory deems necessary in order to document such Revolver Increase and otherwise assure and give effect to the rights of the Administrative Agent and the Issuing BankLenders in the Financing Documents; and
(vii) such other documents, instruments and information as the Administrative Agent or its counsel shall reasonably deem necessary in connection with the Revolver Increase.
(f) On each Increase Date, upon fulfillment of the conditions set forth in Section 2.08(d), the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum a settlement of all increases in outstanding Revolving Loans among the aggregate Lenders that will reflect the adjustments to the Revolving Loan Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
of the Lenders as a result of the Revolver Increase and (ii) each such increase notify the Lenders, any New Lenders participating in the Revolver Increase and the Borrower, on or before 1:00 p.m. (New York City time), by telecopier or telex, of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple occurrence of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required Revolver Increase to be delivered by effected on such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseIncrease Date.
Appears in 1 contract
Sources: Credit Agreement (Cubic Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days' prior irrevocable written or telecopy notice to the Agent, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the CommitmentsTotal Commitment; provided, provided however, that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such partial reduction of the Commitments Total Commitment shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum principal amount of $5,000,000 and (iiiii) any no such termination or reduction of shall be made which would reduce the Commitments Total Commitment to an amount below less than the LC Commitment shall be automatically reduce aggregate outstanding principal amount of the LC Commitment on a dollar for dollar basisCompetitive Loans.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to Each reduction in the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments Total Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Agent for the account of the Lenders, on the date of each termination or reduction, the Facility Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.
(dc) The Borrower may at any time and from time to time prior time, by notice to the Maturity Date, at its sole cost, expense and effortAgent (which shall promptly deliver a copy to each of the Lenders), request any one or more that the Total Commitment be increased by an amount that is not less than $5,000,000 and will not result in the Total Commitment under this Agreement exceeding $125,000,000. Each such notice shall set forth the requested amount of the Lenders increase in the Total Commitment and the date on which such increase is to become effective (which shall be not fewer than 20 days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its ratable share, based on the amounts of the Lenders' Commitments, of the requested increase in the Total Commitment. Each Lender shall, by notice to the Borrower and the Agent given not more than 10 Business Days after the date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount or decline to increase its Commitment (the decision and any Lender that does not deliver such a notice within such period of 10 Business Days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment of requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Lender"), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Lender, if not already a Lender to hereunder, shall be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory subject to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by approval of the Borrower and each the Agent (which approval shall not be unreasonably withheld) and shall execute all such Lender or other Person, documentation as the case may beAgent shall reasonably specify to evidence its status as a Lender hereunder. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent (and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, only if) Lenders (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(dincluding Augmenting Lenders) shall not exceed $25,000,000;
(ii) each such have agreed to increase of the aggregate their Commitments shall be or to extend new Commitments in an aggregate amount not less than $10,000,000 5,000,000, such increases and such new Commitments shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this paragraph. Notwithstanding the foregoing, no increase in the Total Commitment (or such amount plus an integral multiple in the Commitment of $1,000,000;
(iiiany Lender) if Loans would be outstanding immediately after giving effect to any shall become effective under this paragraph unless, on the date of such increase, then simultaneously with such increase the conditions set forth in paragraphs (1b) each such Increasing Lender, each New Lender and each other Lender (c) of Section 4.01 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to have entered into a master assignment and assumption, in form and substance substantially similar be references to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2increase) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received a certificate to that effect dated such certificates date and other items as it shall reasonably request in connection with such increaseexecuted by a Financial Officer of the Borrower.
Appears in 1 contract
Sources: Five Year Competitive Advance and Revolving Credit Facility Agreement (DST Systems Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminateonly reduce the Commitments, or without the prior written consent of the Administrative Agent and all of the Lenders, in the following circumstances: the Borrower may from time to time reduce, reduce the Commitments, provided that (i) each reduction in the Commitments shall be in an amount that is at least $25,000,000 and an integral multiple of $5,000,000, and the Commitments may not be reduced to less than $20,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the total Credit Exposures would exceed the total Total Commitment. After any reduction in the Commitments, (ii) each such reduction of the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any reduction of the Commitments shall be permanent and each permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above.
(d) The Provided no Default or Event of Default shall then be in existence, the Borrower may shall have the right, on one or more occasions, to elect to increase the Total Commitment; provided, however, that (i) the amount of each such increase shall not be less than Twenty Million Dollars ($20,000,000) or in increments of Twenty Million Dollars ($20,000,000) in excess thereof, (ii) the aggregate amount of all such increases shall not cause the Total Commitment to exceed Three Hundred Million Dollars ($300,000,000), and (iii) any such requests for an increase in the Total Commitment must be received at any time and from time to time least fifteen (15) Business Days prior to the Maturity Dateend of the Initial Term. Any such increase in the Total Commitment shall be exercised by the Lead Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment; provided further, however, at its sole costLead Borrower’s option, expense and effort, Lead Borrower may request that any such requested increase in the amount of the Total Commitments be effected through the addition of one or more term loan commitments (and, in such event, all references in this Section 2.08 to any increase in the Commitments (or any Revolving Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the Lenders terms and provisions of this Section 2.08 and (2) in addition to the items specified below, the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (the which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Arranger, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other financial institutions to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitment requested by the Lead Borrower and not accepted by the existing Lenders, and the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to be within the sole become Lenders, in each case, pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and absolute discretion of such Lender), or any other Person substance reasonably satisfactory to the Administrative Agent and its counsel. If the Issuing Bank Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to provide increase their Commitments) and the Increase Effective Date and Section 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Lead Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects (except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists or would result therefrom, (ii) the Borrower and each new CommitmentLender shall have executed and delivered a Lender Joinder Agreement and such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; (iii) the Borrower shall have paid such arrangement fees to the Arranger as the Lead Borrower and the Arranger may agree; (iv) if requested by submitting the Administrative Agent, the Borrower shall deliver to the Administrative Agent and the Issuing Bank Lenders an Increase Supplement duly executed by the Borrower opinion or opinions, in form and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Agent and the Issuing Bank, the Administrative Agent shall execute dated such Increase Supplement date; and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender (v) no Default or other PersonEvent of Default exists. Existing Lenders may, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Banknecessary, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as receive a prepayment of such Eurodollar Borrowings for purposes amounts of Section 3.6;
(iv) each such other Person shall have delivered the Loans outstanding on the Increase Effective Date to the Administrative Agent and extent necessary to keep the Borrower all formsoutstanding Loans ratable with any revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section, if any, that are which prepayment shall be accomplished by the pro rata funding required to be delivered by such other Person pursuant to Section 3.7; and
(vof the Lender(s) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseissuing new or increased Commitments.
Appears in 1 contract
Sources: Credit Agreement (Strategic Storage Trust IV, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduce, reduce the Commitments, provided that (i) each reduction in the Commitments shall be in an amount that is at least $50,000,000 and an integral multiple of $5,000,000, and the Commitments may not be reduced to less than $100,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the total Credit Exposures would exceed the total Maximum Loan Available Amount. After any reduction in the Commitments, (ii) each such reduction of the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any reduction of the Commitments shall be permanent and each permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above.
(d) The Provided no Default or Event of Default shall then be in existence, the Borrower may at any time and from time to time prior to shall have the Maturity Dateright, at its sole cost, expense and effort, request any on one or more occasions, to elect to increase the Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than One Hundred Million Dollars ($100,000,000) or in increments of Fifty Million Dollars ($50,000,000) in excess thereof, and (ii) the Lenders aggregate amount of all such increases shall not cause the Total Commitments to exceed One Billion Two Hundred Fifty Million Dollars ($1,250,000,000). Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitments. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (the which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Commitment Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to be within the sole become Lenders pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and absolute discretion of such Lender), or any other Person substance reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may beits counsel. If such Increase Supplement the Total Commitment is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)Section, and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all formsshall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to increase their Commitments) and the Increase Effective Date. As a condition precedent to such increase, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered deliver to the Administrative Agent with sufficient copies for each Lender a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists. Existing Lenders may, as necessary, receive a Financial Officer demonstrating prepayment of amounts of the Revolving Loan outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Loan ratable with any revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section, which prepayment shall be accomplished by the pro forma compliance with rata funding required of the Lender(s) issuing new or increased Commitments. Provided further, however, at Borrower’s option, Borrower may request that any such requested increase in the amount of the Total Commitments be effected through the addition of one or more term loan commitments which may bear interest at different rates than the existing Loans (and, in such event, all references in this Section 2.08(d) to any increase in the Total Commitments (or any Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 2.08(d) and (2) the prior execution and delivery by each Credit Agreement through the Maturity Date Party of such other and the further amendments, agreements, instruments, and documents which Administrative Agent shall have received may then require in its sole but reasonable determination to effect any such certificates and other items as it shall reasonably request term loan commitment in connection with the amount of such increase.
Appears in 1 contract
Sources: Credit Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $25,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.72.11, the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower Borrower, at its option, may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender seek incremental Commitments and/or term loans (an “Increasing LenderIncremental Term Loan”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases not exceeding in the aggregate Commitments made pursuant to this Section 2.5(d$750,000,000 for all such Commitment increases or Incremental Term Loans after the Closing Date hereof upon at least three (3) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay Business Days’ prior written notice to the Administrative Agent, for which notice shall (i) specify the account amount of each any such proposed increase (which shall not be less than $25,000,000 (or such lesser amount to which the Administrative Agent may agree), (ii) specify whether the proposed increase is with respect to Commitments, an Incremental Term Loan or both and (iii) certify that no Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments and Incremental Term Loan on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered financial institutions or entities reasonably acceptable to the Administrative Agent Agent. No increase in the total Commitments or the addition of an Incremental Term Loan shall become effective until the existing or new Lenders extending such incremental Commitment amount or Incremental Term Loan and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date document, in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender agrees to the amount of its Commitment increase or Incremental Term Loan, (ii) any such new Lender agrees to its Commitment or Incremental Term Loan amount and agrees to assume and accept the obligations and rights of a Lender hereunder, (iii) the Borrower accepts such incremental Commitments or Incremental Term Loan, (iv) the effective date of any increase in the Commitments or addition of an Incremental Term Loan and the date of any Incremental Term Loans to be made pursuant thereto is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Revolving Lender (new or existing) with a Commitment shall be deemed to have accepted an assignment from the existing Lenders with a Commitment, and the existing Revolving Lenders with a Commitment shall be deemed to have made an assignment at par to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the LC Exposure and Swingline Exposure of the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. The Borrower shall make any payments under Section 2.16 arising out of the making of the assignments referred to in the two preceding sentences. Any Incremental Term Loan extended pursuant to this Section 2.09 shall be on terms identical to those of the Revolving Loans except for mechanical terms associated with their nature as term loans and except that such Incremental Term Loans shall have received terms with respect to pricing, amortization, maturity and prepayments as the Borrower and the applicable Lenders may agree; provided, however, that in no event shall the final maturity date of such Incremental Term Loans be earlier than the Revolving Maturity Date. The effectiveness of any such incremental Commitments or Incremental Term Loan shall be subject to receipt by the Administrative Agent from the Borrower of such resolutions and certificates (consistent with those delivered pursuant to Section 4.01(e) and (f)) and other items documents as it the Administrative Agent may reasonably request. From and after the making of a Revolving Loan pursuant to this Section, such loan shall reasonably request in connection with such increasebe deemed a “Revolving Loan” hereunder for all purposes hereof, subject to all the terms and conditions hereof. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments or the Incremental Term Loans) shall be required for any incremental Commitment or Incremental Term Loans provided or Loan made pursuant to this Section 2.09(d).
Appears in 1 contract
Sources: Credit Agreement (Fortune Brands Home & Security, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days’ prior irrevocable written or telecopy notice to the Administrative Agent, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Viacom may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided, provided however, that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such partial reduction of the Commitments shall be in an a minimum principal amount that is an of $5,000,000 and in integral multiple multiples of $1,000,000 and not less than $5,000,000 in excess thereof and (iiiii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of no such termination or reductionreduction shall be made if, specifying such election after giving effect thereto and to any prepayments of the Loans made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any notice, Lender would exceed such Lender’s Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable2.13(a).
(b) Except as otherwise provided in Section 2.21, provided that a notice of termination of each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.
(c) Upon a decrease, pursuant to Section 2.13(a) or (b), in the Commitments, Viacom may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. No such termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would be less than the Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency Revolving Loans at such time.
(d) The Borrower may Viacom shall have the right at any time and from time to time prior to increase the Maturity Date, at its sole cost, expense and effort, request any Total Commitment to an aggregate amount not to exceed $2,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender’s Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Lenders to increase its Commitment Administrative Agent and each Issuing Lender (the decision to increase which consent shall not be unreasonably withheld); provided further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided further, that the amount of the increase of any Lender’s Commitment pursuant to clause (ii) above shall be in an aggregate principal amount at least equal to $10,000,000.
(e) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to subsection (d) of this Section 2.13 shall execute a new lender supplement in substantially the form of Exhibit G hereto (a “New Lender Supplement”) with Viacom and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be within amended to add the sole name and absolute discretion Commitment of such New Lender.
(f) Any increase in the Total Commitment pursuant to subsection (d)(ii) of this Section 2.13 shall be effective only upon the execution by the applicable Lender and Viacom of a commitment increase letter in substantially the form of Exhibit H hereto (a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered by Viacom or any other Person reasonably satisfactory such Lender to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting not less than five (5) Business Days prior to the Administrative Agent applicable Commitment Increase Date and shall specify (i) the Issuing Bank an amount of the increase in the Commitment of such Lender and (ii) the date such increase is to become effective. Upon its receipt of such Commitment Increase Supplement duly Letter executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankViacom, the Administrative Agent shall execute accept such Commitment Increase Supplement Letter and record the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) information contained therein in the case of each such Lender Register.
(an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (yg) Any increase in the case of each such other Person (a “New Lender”), such New Lender Total Commitment pursuant to this Section 2.13 shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall not be as set forth in such Increase Supplement; provided thateffective unless:
(i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing on the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000applicable Commitment Increase Date;
(ii) each such increase of the aggregate Commitments representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on such Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an amount not less than $10,000,000 or earlier date in which case such amount plus an integral multiple representations and warranties shall be true and correct in all material respects as of $1,000,000;such earlier date; and
(iii) if Loans would be outstanding immediately the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as to the taking of any corporate action necessary in connection with such increase and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to any such increase, then simultaneously with such increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitment pursuant to this Section 2.13 shall constitute a certification to the effect set forth in clauses (1i) and (ii) of this Section 2.13(g).
(h) On each such Increasing LenderCommitment Increase Date, each New Lender and each Lender that has delivered a Commitment Increase Letter, in each case whose new Commitment or increased Commitment becomes effective on such date, shall purchase by assignment from the other Lenders such portion of the Loans (if any) owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Revolving Credit Percentage (calculated after giving effect to such increase in the Total Commitment) of the aggregate amount of Loans owing to all Lenders. The purchases and assignments pursuant to this subsection (h) shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted been accomplished in accordance with this subsection Section 9.4(b).
(d), and (2i) in connection with such assignment, each such Increasing Lender and each such New No Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall at any time be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant agree to Section 3.7; and
(v) the Borrower shall have delivered a request of Viacom to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseincrease its Commitment or obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Viacom Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) each reduction of the Borrower Commitments shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum, in each case for Borrowings denominated in US Dollars and (ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans or Swingline Loans in accordance with Section 2.72.10, the sum aggregate amount of the Credit Revolving Exposures would exceed the total aggregate amount of Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower Company shall notify the Administrative Facility Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Facility Agent shall advise the other Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by a Responsible Officer of the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Facility Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and permanent. Subject to Section 2.20(d), each reduction of the Commitments shall be made ratably among the applicable Lenders in accordance with their respective Commitments.
(d) (i) The Borrower Company may at any time and from time to time prior to the Maturity Date, at its sole cost, expense and effort, request any on one or more occasions, by written notice to the Facility Agent signed by a Responsible Officer of the Lenders Company and one or more financial institutions (any such financial institution referred to increase its Commitment in this paragraph (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (xd) in the case of each such Lender (being called an “Increasing Lender”), its Commitment shall which may include any consenting Lender, cause Commitments to be increased extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to the amount set forth in such Increase Supplementbe increased, (y) in as the case of each such other Person (a “New Lender”may be), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
that (iA) immediately after giving effect thereto, at no time shall the sum aggregate amount of all extensions of new Commitments and increases in the aggregate existing Commitments made effected pursuant to this Section 2.5(dparagraph (d) exceed $100,000,000, (B) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Facility Agent (which approval shall not exceed $25,000,000;
be unreasonably withheld), (iiC) each Increasing Lender, if not already a Lender hereunder, shall execute all such increase documentation as the Facility Agent shall reasonably specify to evidence the Commitment of such Increasing Lender and/or its status as a Lender hereunder and (D) the aggregate Commitments election of any Lender to become an Increasing Lender shall be in an amount not less than $10,000,000 or the sole discretion of such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other no Lender shall have assigned any obligation to each such Increasing Lender and each such New Lender a portion of agree to increase its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseCommitment hereunder.
Appears in 1 contract
Sources: Credit Agreement (Pall Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $US$1,000,000 and not less than $US$5,000,000 and (iiiii) the Company shall not terminate or reduce the Commitments if, after giving effect thereto and any reduction concurrent prepayment of the Commitments to an amount below Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce sum of the LC Commitment on a dollar for dollar basisRevolving Credit Exposures and the Competitive Loan Exposure would exceed the total Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at If a Change in Control occurs,
(i) the Company shall promptly (and in any time event within two (2) days) notify the Administrative Agent thereof (and from time to time prior the Administrative Agent shall promptly forward such notice to the Maturity DateLenders);
(ii) no Lender shall be obligated to fund any Loans and no Issuing Bank shall be obligated to issue, at its sole costamend, expense renew, extend or otherwise modify any Letters of Credit during the below-defined “Change of Control Period”;
(iii) a Lender may notify the Administrative Agent and effort, request any one or more of the Lenders to increase Company in writing that its Commitment should be terminated and all amounts due and payable to it should be paid (such a Lender, an “Electing Lender”). An Electing Lender shall have twenty (20) days from the decision date on which such Change of Control occurs (such twenty-day period, the “Commitment Termination Election Period”) to increase the Commitment of a Lender to be within the sole and absolute discretion of deliver such Lender), or any other Person reasonably satisfactory notice to the Administrative Agent and the Issuing Bank Company. A Lender that does not deliver such a notice by the end of the Commitment Termination Election Period shall continue to provide a new maintain its Commitment, by submitting and amounts shall continue to the Administrative Agent be due and the Issuing Bank an Increase Supplement duly executed by the Borrower and each payable in respect of such Lender or other Person, as in accordance with the case may beterms of this Agreement. If such Increase Supplement is in all respects reasonably satisfactory to At the Administrative Agent and end of the Issuing BankCommitment Termination Election Period, the Administrative Agent shall execute notify the Lenders and the Company as to the number of Electing Lenders (including identifying such Increase Supplement Electing Lenders specifically) and the amounts of their Commitments. On the twentieth day to occur after the end of the Commitment Termination Election Period (such twentieth day, the “Commitment Reduction Date”; and the twenty-day period ending on such date, taken together with the Commitment Termination Election Period, the “Change of Control Period”), the Commitments of such Electing Lenders shall be terminated automatically and without further action by any party hereto, and the Company shall repay all amounts owing to each such Electing Lender (including, without limitation, all principal, interest and fees then due and payable to such Electing Lender) unless prior to the Commitment Reduction Date, a non-Electing Lender or another assignee assumes the obligations of the Electing Lender in accordance with the terms set forth in Section 2.19(b), in such case the Electing Lender shall so assign and delegate without recourse (in accordance with and subject to Section 10.04) prior to the end of the Change of Control Period. To the extent such Electing Lender’s interest are not so assigned, failure to make such payments by Company to such Electing Lender shall constitute an immediate Event of Default. Such Electing Lenders shall no longer constitute Lenders hereunder on and after the Commitment Reduction Date and the payment of such amounts in full. In addition, the Company, after giving effect to all assignments during the Change of Control Period, on the Commitment Reduction Date, shall cash collateralize all outstanding Letters of Credit in such an amount that is sufficient to cause the aggregate principal amount of all Revolving Credit Exposures to be less than or equal to the aggregate Commitments. Notwithstanding the foregoing or anything to the contrary set forth herein, (i) if a Default or Event of Default occurs or is otherwise continuing during a Change of Control Period, no election hereunder may be made or shall be given effect, and all Lenders shall remain subject hereto pursuant to the terms hereof (with the understanding that a new Change of Control Period may begin on the date such Default or Event of Default is waived, if waived at all) and (ii) no Defaulting Lender shall be entitled to deliver a notice under this Section 2.08(d) or otherwise constitute an Electing Lender entitled to payments hereunder or a termination of its Commitment pursuant hereto.
(e) So long as no Default or Event of Default has occurred and is continuing (including on the Effective Date), the Company may from time to time, by written notice to the Administrative Agent (which shall promptly deliver a copy thereof to each of the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement Lenders) executed by the Administrative Agent Company and the Issuing Bankone or more financial institutions (which may include any Lender) that are willing to extend a Commitment or, (x) in the case of each any such Lender financial institution that is already a Lender, to increase its Commitment (any such financial institution referred to in this Section being called an “Increasing Lender”), its Commitment shall cause the total Commitments to be increased to by such new or incremental Commitments of the Increasing Lenders, in an amount set forth in such Increase Supplement, (y) in the case of for each such other Person (a “New Lender”), such New Increasing Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplementnotice; provided that:
that (i) immediately after giving effect thereto, the sum aggregate principal amount of all increases any increase in the aggregate total Commitments made pursuant to this Section 2.5(d) shall not be less than US $50,000,000 and the aggregate principal amount of all such increases shall not exceed $25,000,000;
US$400,000,000, (ii) each such increase Increasing Lender, if not already a Lender hereunder, shall be subject to the prior written approval of the aggregate Commitments Company, the Administrative Agent and each of the Issuing Banks (which approval shall not be in an amount not less than $10,000,000 unreasonably withheld or such amount plus an integral multiple of $1,000,000;
delayed) and (iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. New Commitments and increases in Commitments created pursuant to this Section shall become effective (A) in the case of an Increasing Lender already a Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section and each other (B) in the case of an Increasing Lender not already a Lender under this Agreement, on the effective date of the applicable Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary been amended to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment increased Commitment of such Eurodollar Borrowings for purposes Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section 3.6;
unless (ivi) each such other Person shall have delivered to the Administrative Agent shall have received documents consistent with those delivered under paragraphs (b) and (c) of Section 4.01 as to the Borrower corporate power and authority of the Borrowers to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all forms, if any, that are required references in such paragraphs to a Borrowing being deemed to be delivered by references to such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered increase and without giving effect to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date parenthetical in Section 4.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such certificates date and other items as it executed by a Financial Officer of the Company. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Loans outstanding prior to the effectiveness of such increase or extension shall reasonably request continue outstanding until the ends of the respective Interest Periods applicable thereto, and shall then be repaid and, if the Borrowers shall so elect, refinanced with new Revolving Loans made pursuant to Section 2.01(a) ratably in connection accordance with the Commitments in effect following such extension or increase.
Appears in 1 contract
Sources: Credit Agreement (Brown Forman Corp)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, reduce the Commitments, provided that (i) each reduction in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $5,000,000, and the Commitments may not be reduced to less than $25,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the Total Credit Exposures Exposure would exceed the total Maximum Loan Available Amount. After any reduction in the Commitments, (ii) each such reduction of the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any reduction of the Commitments shall be permanent and each permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Commitments without the notice required above being delivered to Administrative Agent as set forth above.
(d) The Provided no Default or Event of Default shall then be in existence, the Borrower may at any time and from time to time prior to shall have the Maturity Dateright, at its sole cost, expense and effort, request any on one or more occasions, to elect to increase the Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than Ten Million Dollars ($10,000,000) or in increments of Ten Million Dollars ($10,000,000) in excess thereof, and (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed One Hundred Fifty Million Dollars ($150,000,000). Such right may be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitments. Upon receipt of any such notice, the Administrative Agent shall consult with the Arranger and shall notify the Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Administrative Agent or Arranger pursuant to the Fee Letter). If the Borrower agrees to pay the facility fees so determined, then the Agent promptly shall send a notice to all Lenders (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. At the time of sending such Additional Commitment Request Notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (the which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. If the requested increase is oversubscribed then the Administrative Agent and the Arranger shall allocate the Commitment increase among the Lenders who agree to provide such Commitments on such basis mutually acceptable to each of the Borrower, Administrative Agent and the Arranger. If the additional Commitments so provided by the Lenders are not sufficient to provide the full amount of the Commitment increase requested by the Borrower, then the Administrative Agent and the Arranger shall use best efforts to, and Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be reasonably acceptable to Administrative Agent, the Arranger and the Borrower) to become a Lender to be within and provide an additional Commitment upon execution and delivery by the sole Borrower and absolute discretion such Lender of such Lender), or any other Person an instrument in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each effect such Lender or other Person, as the case may beincrease. If such Increase Supplement the Total Commitment is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)Section, and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all formsshall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase, if anythe revised Applicable Percentages, that are required and the Increase Effective Date. In no event shall any Lender be obligated to be delivered by such other Person pursuant to Section 3.7; andprovide an additional Commitment.
(ve) As a condition precedent to such increase, the Borrower shall have delivered (x) deliver to the Administrative Agent with sufficient copies for each Lender a certificate of the Borrower dated as of the Increase Effective Date signed by a Financial Officer demonstrating pro forma compliance with of the terms Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 3 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Credit Agreement through Section 2.08(d), the Maturity Date representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists, (y) pay (A) to the Arranger those fees described in and contemplated by the Fee Letter with respect to the applicable increase in the Total Commitment, and (B) to the Administrative Agent such facility fees as the Lenders who are providing an additional Commitment may require to increase the aggregate Commitment, and (z) execute and deliver to Administrative Agent and the Lenders such additional documents, instruments, certifications and opinions as the Administrative Agent may reasonably require, including, without limitation, a Compliance Certificate, demonstrating compliance with all covenants set forth in the Loan Documents after giving effect to the increase, and the Borrower shall have received such certificates pay the cost of any updated UCC searches and any and all intangible taxes or other items as it shall taxes, assessments or charges or any similar fees, taxes or reasonable and documented out-of-pocket expenses which are reasonably request requested by the Agent in connection with such increase. Upon any Increase Effective Date, the Agent may unilaterally revise Schedule 1.01 and the Borrower shall, if requested by any such Lender, execute and deliver to the Administrative Agent new Notes for each Lender whose Commitment has changed or who has provided a new Commitment so that the principal amount of such Lender’s Note(s) shall equal its aggregate Commitment.
(f) Existing Lenders may, as necessary, receive a prepayment of amounts of the Loan outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Loan ratable with any revised Applicable Percentages arising from any non-ratable increase in the Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Commitments.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedUpon at least three Business Days’ prior irrevocable written, telecopy or electronic mail notice to the Commitments shall terminate on the Maturity Date.
(b) The Borrower Administrative Agent, Viacom may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments; provided, provided however, that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such partial reduction of the Commitments shall be in an a minimum principal amount that is an of $5,000,000 and in integral multiple multiples of $1,000,000 and not less than $5,000,000 in excess thereof and (iiiii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of no such termination or reductionreduction shall be made if, specifying such election after giving effect thereto and to any prepayments of the Loans made on the effective date thereof. Promptly following receipt , (x) the Outstanding Revolving Extensions of Credit of any noticeLender would exceed such Lender’s Commitment then in effect unless, in the case of a Swingline Lender, such Swingline Lender shall otherwise consent or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of the contents thereof. Each any notice delivered by the Borrower given pursuant to this Section shall be irrevocable2.13(a).
(b) Except as otherwise provided in Section 2.21, provided that a notice of termination of each reduction in the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments. Viacom agrees to pay to the Administrative Agent for the account of the Lenders, on the date of termination or reduction of the Commitments, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction.
(c) Upon a decrease, pursuant to Section 2.13(a) or (b), in the Commitments, Viacom may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. No such termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would be less than the Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency Revolving Loans at such time.
(d) The Borrower may Viacom shall have the right at any time and from time to time prior to increase the Maturity Date, at its sole cost, expense and effort, request any Total Commitment to an aggregate amount not to exceed $3,500,000,000 (i) by requesting that one or more banks or other financial institutions not a party to this Agreement become a Lender hereunder or (ii) by requesting that any Lender already party to this Agreement increase the amount of such Lender’s Commitment; provided, that the addition of any bank or financial institution pursuant to clause (i) above shall be subject to the consent of the Lenders to increase its Commitment Administrative Agent and each Issuing Lender (the decision to increase which [[3890129]] consent shall not be unreasonably withheld); provided further, that the Commitment of any bank or other financial institution pursuant to clause (i) above shall be in an aggregate principal amount at least equal to $10,000,000; provided further, that the amount of the increase of any Lender’s Commitment pursuant to clause (ii) above shall be in an aggregate principal amount at least equal to $10,000,000.
(e) Any additional bank, financial institution or other entity which elects to become a party to this Agreement and obtain a Commitment pursuant to subsection (d) of this Section 2.13 shall execute a new lender supplement in substantially the form of Exhibit G hereto (a “New Lender Supplement”) with Viacom and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed to be within amended to add the sole name and absolute discretion Commitment of such New Lender.
(f) Any increase in the Total Commitment pursuant to subsection (d)(ii) of this Section 2.13 shall be effective only upon the execution by the applicable Lender and Viacom of a commitment increase letter in substantially the form of Exhibit H hereto (a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered by Viacom or any other Person reasonably satisfactory such Lender to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting not less than five (5) Business Days prior to the Administrative Agent applicable Commitment Increase Date and shall specify (i) the Issuing Bank an amount of the increase in the Commitment of such Lender and (ii) the date such increase is to become effective. Upon its receipt of such Commitment Increase Supplement duly Letter executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankViacom, the Administrative Agent shall execute accept such Commitment Increase Supplement Letter and record the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) information contained therein in the case of each such Lender Register.
(an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (yg) Any increase in the case of each such other Person (a “New Lender”), such New Lender Total Commitment pursuant to this Section 2.13 shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall not be as set forth in such Increase Supplement; provided thateffective unless:
(i) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing on the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000applicable Commitment Increase Date;
(ii) each such increase of the aggregate Commitments representations and warranties made by Viacom and the Subsidiary Borrowers in Sections 3.1, 3.2, 3.4, 3.5 and 3.6 shall be true and correct in all material respects on such Commitment Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an amount not less than $10,000,000 or earlier date in which case such amount plus an integral multiple representations and warranties shall be true and correct in all material respects as of $1,000,000;such earlier date; and
(iii) if Loans would be outstanding immediately the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or assistant secretary of the Borrowers as to the taking of any corporate action necessary in connection with such increase and (B) an opinion or opinions of general counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to any such increase, then simultaneously with such increase and [[3890129]] such other matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitment pursuant to this Section 2.13 shall constitute a certification to the effect set forth in clauses (1i) and (ii) of this Section 2.13(g).
(h) On each such Increasing LenderCommitment Increase Date, each New Lender and each Lender that has delivered a Commitment Increase Letter, in each case whose new Commitment or increased Commitment becomes effective on such date, shall purchase by assignment from the other Lenders such portion of the Loans (if any) owing to them as shall be designated by the Administrative Agent such that, after giving effect to all such purchases and assignments, the outstanding Loans owing to each Lender shall equal such Lender’s Revolving Credit Percentage (calculated after giving effect to such increase in the Total Commitment) of the aggregate amount of Loans owing to all Lenders. The purchases and assignments pursuant to this subsection (h) shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted been accomplished in accordance with this subsection Section 9.4(b).
(d), and (2i) in connection with such assignment, each such Increasing Lender and each such New No Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall at any time be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant agree to Section 3.7; and
(v) the Borrower shall have delivered a request of Viacom to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseincrease its Commitment or obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Viacom Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the their respective Maturity DateDate(s).
(b) The Borrower may at any time terminateonly reduce the Revolving Commitments, or without the prior written consent of the Administrative Agent and all of the Lenders, in the following circumstances: the Borrower may from time to time reduce, reduce the Revolving Commitments, provided that (i) each reduction in the Revolving Commitments shall be in an amount that is at least $25,000,000 and an integral multiple of $5,000,000, and the Revolving Commitments may not be reduced to less than $100,000,000 unless the Revolving Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the total Revolving Credit Exposures would exceed the total Maximum Loan Available Amount less the outstanding balance of all of the Term Loans. After any reduction in the Revolving Commitments, (ii) each such reduction of the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination . Any reduction of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Revolving Commitments shall be permanent and each permanent. Each reduction of in the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Revolving Commitments without the notice required above being delivered to Administrative Agent as set forth above.
(d) The Provided no Default or Event of Default shall then be in existence, the Borrower may shall have the right, on one or more occasions, to elect to increase the Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than Twenty-Five Million Dollars ($25,000,000) or in increments of Twenty-Five Million Dollars ($25,000,000) in excess thereof, (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed Eight HundredOne Billion Fifty Million Dollars ($850,000,0001,050,000,000), and (iii) any such requests for an increase in the Total Commitment must be received at any time and from time to time least fifteen (15) Business Days prior to the then applicable Revolving Loan Maturity Date or Term Loan Maturity Date. Any such increase in the Total Commitment shall be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment; provided further, however, at its sole costBorrower’s option, expense and effortBorrower may request that any such requested increase in the amount of the Total Commitments be effected through an increase in the Revolving Commitments, request any an increase in the Term Commitments, or the addition of one or more new term loan facilities provided any such new term facilities shall satisfy the Incremental Conditions (and, in such event, all references in this Section 2.08 to any increase in the Commitments (or any Revolving Commitment or Term Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such increased or incremental new term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the Lenders terms and provisions of this Section 2.08 and (2) in addition to the items specified below, the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. Any new term loan facility shall have a maturity no earlier than the Term Loan Maturity Date. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (the which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Arranger, in consultation with the Borrower, will use its best efforts to arrange for other financial institutions to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitment requested by the Borrower and not accepted by the existing Lenders, and the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to be within the sole become Lenders, in each case, pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and absolute discretion of such Lender), or any other Person substance reasonably satisfactory to the Administrative Agent and its counsel. If the Issuing Bank Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among any new tranche of term loans and the Revolving Loan. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to provide increase their Commitments) and the Increase Effective Date and Section 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects (except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists or would result therefrom, (ii) the Borrower and each new CommitmentLender shall have executed and delivered a Lender Joinder Agreement and such other amendments, instruments, documents and agreements as the Administrative Agent may reasonably have requested to implement the increase; (iii) the Borrower shall have paid such arrangement fees to the Arranger as the Borrower and the Arranger may agree; (iv) if requested by submitting the Administrative Agent, the Borrower shall deliver to the Administrative Agent and the Issuing Bank Lenders an Increase Supplement duly executed by the Borrower opinion or opinions, in form and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects substance reasonably satisfactory to the Administrative Agent and the Issuing BankAgent, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof from counsel to the Borrower reasonably satisfactory to the Agent and each dated such Lender date; and (v) no Default or other PersonEvent of Default exists. Existing Lenders may, as necessary, receive a prepayment of amounts of the case may beRevolving Loan outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Loan ratable with any revised Revolving Loan Applicable Percentages arising from any non-ratable increase in the Revolving Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Commitments. Upon execution and delivery The amount of any increase in any of the Term Loans or new tranche of term loans will be funded on such Increase Supplement Effective Date or as otherwise agreed by the Borrower, the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with applicable Lenders providing such increase.
Appears in 1 contract
Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the their respective Maturity DateDate(s).
(b) The Borrower may at any time terminateonly reduce the Revolving Commitments, or without the prior written consent of the Administrative Agent and all of the Lenders, in the following circumstances: the Borrower may from time to time reduce, reduce the Revolving Commitments, provided that (i) each reduction in the Revolving Commitments shall be in an amount that is at least $25,000,000 and an integral multiple of $5,000,000, and the Revolving Commitments may not be reduced to less than $100,000,000 unless the Revolving Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the total Revolving Credit Exposures would exceed the total Maximum Loan Available Amount less the outstanding balance of all of the Term Loans. After any reduction in the Revolving Commitments, (ii) each such reduction of the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination . Any reduction of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Revolving Commitments shall be permanent and each permanent. Each reduction of in the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. A reduction in the outstanding principal balance shall not constitute a reduction in the Revolving Commitments without the notice required above being delivered to Administrative Agent as set forth above.
(d) The Provided no Default or Event of Default shall then be in existence, the Borrower may shall have the right, on one or more occasions, to elect to increase the Total Commitments; provided, however, that (i) the amount of each such increase shall not be less than Twenty-Five Million Dollars ($25,000,000) or in increments of Twenty-Five Million Dollars ($25,000,000) in excess thereof, (ii) the aggregate amount of all such increases shall not cause the Total Commitments to exceed One Billion Fifty Million Dollars ($1,050,000,000), and (iii) any such requests for an increase in the Total Commitment must be received at any time and from time to time least fifteen (15) Business Days prior to the then applicable Revolving Loan Maturity Date or Term Loan Maturity Date. Any such increase in the Total Commitment shall be exercised by the Borrower by written notice to the Administrative Agent, which election shall designate the requested increase in the Total Commitment; provided further, however, at its sole costBorrower’s option, expense and effortBorrower may request that any such requested increase in the amount of the Total Commitments be effected through an increase in the Revolving Commitments, request any an increase in the Term Commitments, or the addition of one or more new term loan facilities provided any such new term facilities shall satisfy the Incremental Conditions (and, in such event, all references in this Section 2.08 to any increase in the Commitments (or any Revolving Commitment or Term Commitment), as and to the extent applicable at any time, shall be deemed and construed to mean and refer to any such increased or incremental new term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the Lenders terms and provisions of this Section 2.08 and (2) in addition to the items specified below, the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. Any new term loan facility shall have a maturity no earlier than the Term Loan Maturity Date. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders), and each Lender shall endeavor to respond as promptly as possible within such time period. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (the which decision shall be in its sole discretion) and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld, conditioned or delayed), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Arranger, in consultation with the Borrower, will use its best efforts to arrange for other financial institutions to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitment requested by the Borrower and not accepted by the existing Lenders, and the Borrower may also invite additional lenders approved by the Administrative Agent (provided that no approval of the Administrative Agent shall be required if such new lender is an Affiliate of a Lender or an Approved Fund) to be within the sole become Lenders, in each case, pursuant to a joinder agreement (each a “Lender Joinder Agreement”) in form and absolute discretion of such Lender), or any other Person substance reasonably satisfactory to the Administrative Agent and its counsel. If the Issuing Bank Total Commitment is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of each Lender’s increased Commitments among any new tranche of term loans and the Revolving Loan. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase (with such increase being pro rata among existing Lenders choosing to provide increase their Commitments) and the Increase Effective Date and Section 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date signed by an Authorized Officer of the Borrower (x) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 6 and the other Loan Documents are true and correct in all material respects (except that in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.08(d), the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent statements furnished to the Administrative Agent, and (B) no Default or Event of Default exists or would result therefrom, (ii) the Borrower and each new CommitmentLender shall have executed and delivered a Lender Joinder Agreement and such other amendments, instruments, documents and agreements as the Administrative Agent may reasonably have requested to implement the increase; (iii) the Borrower shall have paid such arrangement fees to the Arranger as the Borrower and the Arranger may agree; (iv) if requested by submitting the Administrative Agent, the Borrower shall deliver to the Administrative Agent and the Issuing Bank Lenders an Increase Supplement duly executed by the Borrower opinion or opinions, in form and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects substance reasonably satisfactory to the Administrative Agent and the Issuing BankAgent, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof from counsel to the Borrower reasonably satisfactory to the Agent and each dated such Lender date; and (v) no Default or other PersonEvent of Default exists. Existing Lenders may, as necessary, receive a prepayment of amounts of the case may beRevolving Loan outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Loan ratable with any revised Revolving Loan Applicable Percentages arising from any non-ratable increase in the Revolving Commitments under this Section, which prepayment shall be accomplished by the pro rata funding required of the Lender(s) issuing new or increased Commitments. Upon execution and delivery The amount of any increase in any of the Term Loans or new tranche of term loans will be funded on such Increase Supplement Effective Date or as otherwise agreed by the Borrower, the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with applicable Lenders providing such increase.
Appears in 1 contract
Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminatedterminated by the Administrative Agent or Borrower in accordance with this Agreement, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or only reduce the Commitments without the prior written consent of the Administrative Agent and all of the Lenders in the following circumstances: the Borrower may from time to time reduce, reduce the Commitments, provided that (i) each reduction in the Commitments shall be in an amount that is at least $5,000,000 and an integral multiple of $500,000, and the total Commitments may not be reduced to less than an aggregate of $50,000,000 unless the Commitments are reduced to zero and terminated. The Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.72.10, the sum of the total Revolving Credit Exposures would exceed the total aggregate Commitments as reduced. After any reduction in the Commitments, (ii) each such reduction of the Borrower’s option to increase the Commitments provided in Section 2.08(d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basisterminate.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any reduction of the Commitments shall be permanent and each permanent. Each reduction of in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The So long as the Borrower may at any time is not then in Default, and from time to time the Borrower has not previously decreased the Commitments under Section 2.08(b), the Borrower may, prior to the Maturity DateNovember 19, at its sole cost, expense and effort2018, request any one that the Commitments be increased, so long as (a) each increase is in a minimum amount of $10,000,000.00 and an integral multiple of $5,000,000 (or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to smaller amounts as the Administrative Agent and the Issuing Bank to provide a new Commitmentmay approve), by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by (b) the Borrower has not previously reduced the Commitments, and each such Lender or other Person, as (c) the case may beaggregate Commitments do not exceed $1,000,000,000.00 (the “Maximum Commitment”). If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and Borrower requests that the Issuing Banktotal Commitments be increased, the Administrative Agent shall execute such Increase Supplement use its best efforts to obtain increased or additional commitments up to the Maximum Commitment, and to do so the Administrative Agent shall deliver a copy thereof may obtain additional lenders of its choice (and approved by Borrower, such approval not to be unreasonably withheld or delayed), and without the necessity of approval from any of the Lenders. The Borrower and each such Lender or other PersonCredit Party shall execute an amendment to this Agreement, additional Notes and other documents as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and may reasonably require to evidence the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple Commitments, the addition of $1,000,000;
(iii) new Real Property to the Unencumbered Pool, if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)applicable, and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account admission of each such other Lender, such amount additional Persons as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all formsLenders, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increasenecessary.
Appears in 1 contract
Sources: Credit Agreement (Education Realty Operating Partnership L P)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 25,000,000 and (iiiii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an Loans in accordance with Section 2.10 and, if applicable, reimbursement of LC Disbursements in accordance with Section 2.05(c), the sum of the Revolving Credit Exposures plus the aggregate principal amount below of outstanding Competitive Loans would exceed the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basistotal Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments (other than a termination of the Commitment of a Defaulting Lender pursuant to Section 2.18(c)) shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at At any time and from time to time prior during a Release Period, the Borrower may, by written notice to the Maturity DateAdministrative Agent, at its sole cost, expense executed by the Borrower and effort, request any one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender, cause Commitments of the Increasing Lenders to increase become effective (or, in the case of an Increasing Lender that is an existing Lender, cause its Commitment to be increased, as the case may be) in an amount for each Increasing Lender set forth in such notice; provided that (i) the decision aggregate amount of all Commitments hereunder, after giving effect to increase the Commitment of new Commitments and increases in existing Commitments pursuant to this paragraph, shall not exceed $1,250,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be within unreasonably withheld) and (iii) each Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the sole and absolute discretion of such Lender), or any other Person reasonably Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent Borrower. New Commitments and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each become effective on the date specified in the applicable notices delivered pursuant to this Section. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Revolving Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the aggregate respective Interest Periods applicable thereto, and shall then be repaid or refinanced with new Revolving Loans made pursuant to Section 2.01. Following any increase in the Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be pursuant to this paragraph, the Borrower will use its reasonable best efforts to ensure that, to the extent there are outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing LenderRevolving Loans, each New Lender and each other Lender shall Lender’s outstanding Revolving Loans will be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to Lender’s pro rata portion of the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseCommitments.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Limited Brands Inc)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Tranche 1 Commitments and, (ii) the Tranche 2 Commitments shall terminate on the Maturity applicable Availability Termination Date.
(b) The Commitment(s) of each Lender shall be reduced on the date of each Tranche 1 Loan or Tranche 2 Loan made by such Lender by an amount equal to such Loans.
(c) In the event that a prepayment would be required pursuant to paragraph (b), (c) or (d) of Section 2.09, the Commitments shall be reduced by an amount equal to the excess, if any, of the amount of the required prepayment over the aggregate principal amount of Loans then outstanding, if any.
(d) The Borrower may at any time without premium or penalty terminate, or from time to time reduce, the Commitments, Commitments of any Class; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such -------- reduction of the Commitments of any Class pursuant to this paragraph (d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis1,000,000.
(ce) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bd) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of . Any termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class pursuant to paragraph (c) or (d) of this Section shall be made ratably among the Lenders of such Class in accordance with their respective Commitments.
Commitments of such Class. In the event of any reduction of Commitments under paragraph (c) or (d) The Borrower may above at any a time when Commitments of more than one Class remain in effect, such reduction shall be applied so that the aggregate amount of such reduction is allocated between the Tranche 1 Commitments and from time to time prior to Tranche 2 Commitments pro rata based on the Maturity Date, at its sole cost, expense and effort, request any one or more aggregate amount of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case Commitments of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth Class then in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseeffect.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Facility Commitments, the Designated Currency Commitments and the Yen Commitments shall each terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Facility Commitments, the Designated Currency Commitments or the Yen Commitments; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) the Company shall not terminate or reduce (A) the Facility Commitments if, after giving effect to any reduction concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures plus the total Competitive Loan Exposures would exceed the total Facility Commitments, (B) the Designated Currency Commitments if, after giving effect to an any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate principal amount below of the LC Commitment shall be automatically reduce outstanding Revolving Designated Currency Loans would exceed the LC Commitment on a dollar for dollar basistotal Designated Currency Commitments, or (C) the Yen Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate principal amount of the outstanding Revolving Yen Loans would exceed the total Yen Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Facility Commitments, the Designated Currency Commitments or the Yen Commitments under paragraph (b) of this Section at least three one Business Days Day (or, to the extent a concurrent prepayment of Loans is required in accordance with Section 2.10, upon the minimum advance notice required in connection with such prepayment under such Section) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments shall be permanent and each permanent. Each reduction of the Facility Commitments, the Designated Currency Commitments or the Yen Commitments shall be made ratably among the Lenders, the Designated Currency Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and from time to time prior to or the Maturity Date, at its sole cost, expense and effort, request any one or more of the Lenders to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other PersonYen Lenders, as the case may be. If such Increase Supplement , in accordance with their respective Facility Commitments, Designated Currency Commitments or Yen Commitments, as applicable.
(d) So long as no Default has occurred and is in all respects reasonably satisfactory continuing, upon at least 15 days’ prior notice to the Administrative Agent and the Issuing Bank, (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Company shall have the right, no more than once every twelve months and subject to the terms and conditions set forth below, to increase the aggregate amount of the Facility Commitments in multiples of $50,000,000 up to an aggregate amount not to exceed $500,000,000. Any such increase shall apply, at the option of the Company, (x) to the Facility Commitment of one or more Lenders, if such Lender or Lenders consent to such increase, or (y) to the creation of new Facility Commitments of one or more institutions not then a Lender hereunder; provided that (i) if any such institution is not then a Lender hereunder, such institution shall be reasonably acceptable to the Administrative Agent, (ii) such existing or new Lender shall execute such Increase Supplement and deliver to the Company and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) an Assumption Agreement substantially in the case form of each such Lender Exhibit G hereto (an “Increasing LenderAssumption Agreement”)) and (iii) if any Revolving Loans are outstanding at the time of any such increase, its Commitment shall be increased the Company will, notwithstanding anything to the amount set forth contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Revolving Loans from the Lenders in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately amounts so that after giving effect thereto, the sum Revolving Loans shall be outstanding on a pro rata basis (based on the Facility Commitments of the Lenders after giving effect to the changes made pursuant hereto on such date) from all increases the Lenders. Upon the effectiveness of any increase in the aggregate Facility Commitments made pursuant to this Section 2.5(d2.08(d), Schedule 2.01(a) hereto shall be automatically amended to reflect such increase. It is understood that any increase in the amount of the Facility Commitments pursuant to this Section 2.08(d) shall not exceed $25,000,000;
(ii) each such increase constitute an amendment or modification of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person Agreement pursuant to Section 3.7; and
(v) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender a certificate of a Financial Officer demonstrating pro forma compliance with the terms of this Credit Agreement through the Maturity Date and the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increase10.02.
Appears in 1 contract
Sources: Credit Agreement (Moodys Corp /De/)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at the earlier of 3:00 p.m. (New York City time) on March 31, 2023 and immediately upon the making of the Term Loans on the Funding Date and (ii) all other Commitments shall terminate on the Maturity DateDate (unless the Funding Date does not occur by March 31, 2023, in which case such Commitments shall terminate on March 31, 2023).
(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000 25,000,000 and (iiiii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below Revolving Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce sum of the LC Commitment on a dollar for dollar basisRevolving Credit Exposures would exceed the total Revolving Commitments.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower Borrower, at its option, may at any time and from time to time prior to after the Maturity Date, at its sole cost, expense and effort, request any Funding Date seek incremental Revolving Commitments and/or enter into one or more tranches of the Lenders to increase its Commitment term loans (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to provide a new Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (xincluding term “b” loans) in the case of each such Lender (an “Increasing LenderIncremental Term Loan”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases not exceeding in the aggregate Commitments made pursuant to this Section 2.5(d$650,000,000 for all such Revolving Commitment increases or Incremental Term Loans after the Funding Date upon at least three (3) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay Business Days’ prior written notice to the Administrative Agent, for which notice shall (i) specify the account amount of each any such proposed increase (which shall not be less than $25,000,000 (or such lesser amount to which the Administrative Agent may agree), (ii) specify whether the proposed increase is with respect to Revolving Commitments, an Incremental Term Loan or both and (iii) certify that no Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the total Revolving Commitments and Incremental Term Loan on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person shall have delivered financial institutions or entities reasonably acceptable to the Administrative Agent Agent, Swingline Lenders and Issuing Banks. No increase in the Borrower all forms, if any, that are required to be delivered by total Revolving Commitments or the addition of an Incremental Term Loan shall become effective until the existing or new Lenders extending such other Person pursuant to Section 3.7; and
(v) incremental Revolving Commitment amount or Incremental Term Loan and the Borrower shall have delivered to the Administrative Agent with sufficient copies for each a document, in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender a certificate agrees to the amount of its Revolving Commitment increase or Incremental Term Loan, (ii) any such new Lender agrees to its Revolving Commitment or Incremental Term Loan amount and agrees to assume and accept the obligations and rights of a Financial Officer demonstrating pro forma compliance Lender hereunder, (iii) the Borrower accepts such incremental Revolving Commitments or Incremental Term Loan, (iv) the effective date of any increase in the Revolving Commitments or addition of an Incremental Term Loan and the date of any Incremental Term Loans to be made pursuant thereto is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.03 are satisfied. Upon the effectiveness of any increase in the total Revolving Commitments pursuant hereto, (i) each Revolving Lender (new or existing) with a Revolving Commitment shall be deemed to have accepted an assignment from the existing Lenders with a Revolving Commitment, and the existing Revolving Lenders with a Revolving Commitment shall be deemed to have made an assignment at par to each new or existing Lender accepting a new or increased Revolving Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the LC Exposure and Swingline Exposure of the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Term Benchmark Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. The Borrower shall make any payments under Section 2.16 arising out of the making of the assignments referred to in the two preceding sentences. Any Incremental Term Loan extended pursuant to this Section 2.09(d) shall be on terms identical to those of, and shall rank pari passu in right of this Credit Agreement through payment with, the Revolving Loans and the initial Term Loans, and shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and initial Term Loans, except that (1) such Incremental Term Loans shall have terms with respect to pricing, amortization, and maturity as the Borrower and the applicable Lenders may agree; provided that (x) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the remaining weighted average life to maturity of the initial Term Loans outstanding at such time) and (y) the final maturity date of such Incremental Term Loans shall not be earlier than the Maturity Date and (2) any Incremental Term Loans in the Administrative Agent shall form of term “b” loans (such Incremental Term Loans, “Term B Loans”) (x) may include a customary “excess cash flow” mandatory prepayment event, (y) may have received such certificates and other items as it shall reasonably request customary call-protection, including “soft-call” protection in connection with any repricing transaction and (z) may also, to the extent so provided in the applicable Incremental Term Loan Amendment, specify whether (A) the applicable Term Lenders shall have any voting rights in respect of the financial covenants under the Loan Documents (it being agreed that if any subsequently incurred Term B Loans shall have such increase.voting rights, all then outstanding Term B Loans shall also have similar voting rights) and (B) any breach of such covenants would result in a default or event of default for such Term Lenders prior to an acceleration of Commitments or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any subsequently incurred Term B Loans shall have such a default, all then outstanding Term B Loans shall also have a similar default). Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an
Appears in 1 contract
Sources: Credit Agreement (MasterBrand, Inc.)
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Revolving Commitments and the Letter of Credit Commitments shall terminate on the Maturity Commitment Termination Date; provided however, upon delivery to the Administrative Agent of a copy of an order or approval issued by the PUC, certified by a Financial Officer to be true and complete, which is final and not subject to review or appeal, that approves the extension of the date set forth in clause (a) of the definition of Commitment Termination Date, then the date set forth in clause (a) of the definition of Commitment Termination Date shall be automatically extended to the latest date permitted by such order or approval but in no event later than April 2, 2019.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum 2.07 and/or any concurrent cash collateralization of the Letter of Credit Exposures Exposure, (x) the Aggregate Credit Exposure would exceed the total Aggregate Revolving Commitments, (y) the total Revolving Credit Exposures of all of the Lenders would exceed the Aggregate Revolving Commitments or (z) the Aggregate Letter of Credit Exposure would exceed the Aggregate Letter of Credit Commitments, and (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iii) any reduction of the Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis5,000,000.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, of the Commitments shall be permanent and each Any termination or reduction of the Commitments hereunder shall be permanent but without prejudice to the rights of the Borrower under paragraph (d) below. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Provided that immediately before and after giving effect thereto, no Default shall or would exist and be continuing and the conditions set forth in Section 5.02 have been satisfied or waived, the Borrower may at any time and from time to time prior time, on or before the Commitment Termination Date referred to in clause (a) of the Maturity Date, at its sole cost, expense and effortdefinition thereof (including after giving effect to any extension thereof pursuant to Section 2.05(a)), request any one or more of the Lenders to increase its Commitment (the such decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender)) its Revolving Commitment and Letter of Credit Commitment, or and/or any other Person Eligible Assignee reasonably satisfactory to the Administrative Agent and the Issuing Bank Borrower, to provide a new Revolving Commitment and a new Letter of Credit Commitment, by submitting to the Administrative Agent and the Issuing Bank an Increase Supplement Request in the form of Exhibit F (an “Increase Request”), duly executed by the Borrower and each such Lender or other PersonEligible Assignee, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing BankThereupon, the Administrative Agent shall execute such Increase Supplement Request and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other PersonEligible Assignee, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing BankRequest, (xi) in the case of each such Lender (an “Increasing Lender”), its such Lender’s Revolving Commitment shall be increased to the amount set forth in such Increase SupplementRequest, (yii) in the case of each such other Person (a “New Lender”)Eligible Assignee, such New Lender Eligible Assignee shall become a party hereto and have the rights and obligations shall for all purposes of a Lender under the Loan Documents and its be deemed a “Lender” with a Revolving Commitment shall be as in the amount set forth in such Increase Supplement; provided Request, and (iii) the Borrower shall contemporaneously therewith execute and deliver to the Administrative Agent a Note or Notes for each such Eligible Assignee providing a new Revolving Commitment and for such existing Lender increasing its Revolving Commitment provided, however, that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Aggregate Revolving Commitments made shall not have been increased pursuant to this Section 2.5(dsubsection (d) shall not exceed to an amount greater than the sum of (x) $25,000,000275,000,000 plus (y) the amount of the Revolving Commitment of each Lender that becomes a Defaulting Lender;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 5,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) the Revolving Commitments shall not be increased on more than three occasions;
(iv) the Administrative Agent shall have received documents (including, without limitation, one or more opinions of counsel) consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase;
(v) if Loans would shall be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lenderthe Lenders shall, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion upon the acceptance of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d)Increase Request by, and (2) in connection with such assignmentat the direction of, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for make appropriate adjustments among themselves so that the account amount of each such other Lender, such amount as Revolving Credit Exposures from any of the Lenders under this Agreement are allocated among the Lenders according to their Commitment Percentages after giving effect to the increase in the Aggregate Revolving Commitments (it being understood and agreed that any reallocation made pursuant to this clause (v) shall be necessary require the Borrower to reflect the assignment make payment pursuant to it of Section 3.06 with respect to any affected Eurodollar Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6);
(ivvi) each such other Person Eligible Assignee shall have delivered to the Administrative Agent and the Borrower an Administrative Questionnaire and all forms, if any, that are required to be delivered by such other Person Eligible Assignee pursuant to Section 3.73.07(e); and
(vvii) the Borrower shall have delivered to the Administrative Agent with sufficient copies for each Lender shall have received (1) a copy of an order or approval issued by the PUC, certified by a Financial Officer to be true and complete, which is final and not subject to review or appeal, that authorizes the Borrower to obtain any increase in the Commitments requested by the Borrower and (2) a certificate of a Financial Officer demonstrating pro forma compliance with attaching thereto resolutions of the terms Board of this Credit Agreement through Directors of the Maturity Date and Borrower authorizing any increase of the Administrative Agent shall have received such certificates and other items as it shall reasonably request in connection with such increaseCommitments requested by the Borrower.
Appears in 1 contract
Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments, ; provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Loans in accordance with Section 2.7, the sum of the Credit Exposures would exceed the total Commitments, (ii) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) the Company shall not terminate or reduce the Commitments if, after giving effect to any reduction concurrent prepayment of the Commitments to an amount below Loans in accordance with Section 2.11, the LC Commitment shall be automatically reduce sum of the LC Commitment on a dollar for dollar basisRevolving Credit Exposures would exceed the total Commitments.
(c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction, and any termination, Any termination or reduction of the Commitments shall be permanent and each permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
(d) The Borrower may at any time and On up to two occasions, the Company may, from time to time prior to the Maturity Datetime, at its option, seek to increase the total Commitments by up to an aggregate amount of $200,000,000 (resulting in maximum total Commitments of $700,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole cost, expense and effort, request any discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders and/or to increase its Commitment (the decision to increase the Commitment of a Lender to be within the sole and absolute discretion of such Lender), other Lenders or any other Person entities reasonably satisfactory acceptable to the Administrative Agent and the Issuing Bank to provide a Company. No increase in the total Commitments shall become effective until the existing or new Commitment, by submitting to the Administrative Agent Lenders extending such incremental Commitment amount and the Issuing Bank an Increase Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent and the Issuing Bank, the Administrative Agent shall execute such Increase Supplement and the Administrative Agent shall deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the case of each such Lender (an “Increasing Lender”), its Commitment shall be increased to the amount set forth in such Increase Supplement, (y) in the case of each such other Person (a “New Lender”), such New Lender shall become a party hereto and have the rights and obligations of a Lender under the Loan Documents and its Commitment shall be as set forth in such Increase Supplement; provided that:
(i) immediately after giving effect thereto, the sum of all increases in the aggregate Commitments made pursuant to this Section 2.5(d) shall not exceed $25,000,000;
(ii) each such increase of the aggregate Commitments shall be in an amount not less than $10,000,000 or such amount plus an integral multiple of $1,000,000;
(iii) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Increasing Lender, each New Lender and each other Lender shall be deemed to have entered into a master assignment and assumption, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Increasing Lender and each such New Lender a portion of its Commitment, Loans and LC Exposure necessary to reflect proportionately the Commitments as adjusted in accordance with this subsection (d), and (2) in connection with such assignment, each such Increasing Lender and each such New Lender shall pay to the Administrative Agent, for the account of each such other Lender, such amount as shall be necessary to reflect the assignment to it of Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6;
(iv) each such other Person Company shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and
(v) the Borrower shall have delivered a document in form reasonably satisfactory to the Administrative Agent with sufficient copies for (which shall include the Company’s representation that the conditions set forth in Section 4.02 are then satisfied) pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Company accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a certificate new or increased Commitment, of a Financial Officer demonstrating pro forma compliance an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the terms payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Credit Agreement through Section in respect of the Maturity Date and principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. Any increase of the total Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent shall have received from the Company of such supplemental opinions, resolutions, certificates and other items documents as it the Administrative Agent may reasonably request. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments) shall reasonably request in connection with such increasebe required for any incremental Commitment provided or Loan made pursuant to this Section 2.09(d).
Appears in 1 contract
Sources: Credit Agreement (Molex Inc)