Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met: (a) no Default or Event of Default shall exist or would result from such Commitment Increase; (b) no Commitment Increase may be in an amount less than $10,000,000; (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase; (d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”); (e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and (f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 3 contracts
Sources: Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/)
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (but in no event in excess Borrower shall have the right, without the consent of $50,000,000 the Lenders, to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if Agent, the Swingline Lender and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $25,000,000, unless the Administrative Agent otherwise consents to a smaller amount (iii) the aggregate amount of all such Commitment Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (v) upon any increase in the Commitments pursuant to this Section 2.02, the Multicurrency Commitments of the Lenders shall be adjusted to reflect all Lenders’ (including any CI Lender’s) Applicable Percentage of the Multicurrency Commitments at such time and (vi) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans; provided further that no Commitment Increase shall increase the Alternative Currency LC Sublimit or the total Multicurrency Commitments without the consent of each Lender.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date.
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount (A) shall be denominated in the same currency as such outstanding Loans and (B) for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount (A) shall be denominated in the same currency as such outstanding Loans and (B) for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
Appears in 3 contracts
Sources: Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp), Senior Unsecured 5 Year Revolving Credit Agreement (HollyFrontier Corp)
Commitment Increase. From time The Borrower may, by giving at least 15 Business Days’ notice to time after the Closing DateAdministrative Agent, propose that the Revolving Commitments may Aggregate Facility Amount be increased (but in no event in excess each such proposed increase being a “Commitment Increase”), through an increase of $50,000,000 in the aggregate for Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all such increases) effective as of a date (the “Commitment Increase CapDate”) that shall be specified in such notice and that shall be prior to the aggregate Revolving Commitments Commitment Termination Date; provided the following limitations shall apply:
(A) the Borrower may not propose more than two Commitment Increases during any calendar quarter,
(B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000,
(C) the Aggregate Facility Amount may not in any event at no any time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:2,000,000,000,
(aD) no Default or Event of Default shall exist have occurred and be continuing on the relevant Commitment Increase Date or would shall result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, and
(E) the representations and warranties in Article V shall not exceed be true in all material respects on and as of the Commitment Increase Cap; and
(f) the Date as if made on and as of such date. The Administrative Agent shall have received (i) an agreement setting forth such notify the Lenders of a proposed Commitment Increase, together with Lender Addendums and promissory notes Increase promptly upon its receipt of notice from the Borrower with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth Lender will consider in this Section 2.20 shall not require the consent of good faith any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. After giving effect to any No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, it may be the case each Lender that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order is willing to remedy the foregoing, on the effective date of the applicable increase its Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) hereunder shall make payments deliver to the Administrative AgentAgent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders so and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that after giving effect thereto any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the Revolving Loans will consent of the Administrative Agent and the Issuing Lender, which consent shall not be held unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Revolving Lenders (including, without limitation, any new Lenders), pro rata Borrower in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)its sole discretion.
Appears in 3 contracts
Sources: Revolving Credit Agreement (KKR & Co. L.P.), Revolving Credit Agreement (KKR & Co. L.P.), Revolving Credit Agreement (KKR & Co. L.P.)
Commitment Increase. From The Borrower may, at any time and from time to time after the Closing Datetime, but not more frequently than twice annually, add additional financial institutions as Lenders under this Agreement and/or, by agreement with any existing Lender, increase the Revolving Commitments may Credit Commitment Amount of such existing Lender, and the Revolving Credit Aggregate Commitment shall thereby be increased (but in no event in excess by the amounts of $50,000,000 the Revolving Credit Commitment Amount of any such additional Lenders and/or the amounts of the increases in the aggregate for all such increases) (the “Revolving Credit Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (Amount of any such increaseexisting Lenders, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been metprovided that:
(a) no No Default or Event of Default shall exist or would result from have occurred and be continuing at the time of any such addition of a new Lender and/or increase in the Revolving Credit Commitment IncreaseAmount of an existing Lender;
(b) no After giving effect to any such addition of a new Lender and/or increase in the Revolving Credit Commitment Increase may Amount of an existing Lender, the Revolving Credit Aggregate Commitment shall not be in an amount less greater than $10,000,000US$60,000,000;
(c) no The Agent, Issuing Lender and Swing Line Lender shall have consented, acting reasonably, to the identity and allocation of any such new Lender or to the allocation to any existing Lender shall be obligated resulting in an increased Revolving Credit Commitment Amount to increase its Revolving Commitment in connection with any Commitment Increasesuch Lender;
(d) the proposed Commitment Increase shall have been consented Any fees or other compensation payable to in writing by each existing a new Lender (if anyincluding facility or upfront fees) who is increasing its Revolving Commitment and/or each shall not be greater (in absolute terms or as a percentage) than the equivalent fees or other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed compensation paid to become a Lender the existing Lenders in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”)connection with their Commitments;
(e) The Borrower shall have delivered to the proposed Agent:
(i) A certificate signed by a Responsible Person on behalf of the Borrower, effective as of the date of the increase in the Revolving Credit Aggregate Commitment Increaseas contemplated herein, together with confirming and certifying (A) the accuracy of the statement in (a) above, (B) the resolutions of the Credit Parties and all other authorizations necessary to authorize the increase in the Revolving Credit Aggregate Commitment in the manner contemplated herein and the execution, delivery and performance by the Credit Parties of all Loan Documents required to give effect to same and the transactions contemplated thereby, and (C) no Governmental Approvals or other consents, approvals or authorizations of any prior other Person are required for such increase in the Revolving Credit Aggregate Commitment Increase, shall not exceed the Commitment Increase Cap(except as have been obtained and are in full force and effect); and
(fii) Such Loan Documents as the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increasemay reasonably require to give effect to the increase in the Revolving Credit Aggregate Commitment, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence a legal opinion of corporate authorization on counsel for the part of Credit Parties satisfactory to the Loan Parties Agent with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents any Loan Document executed in connection with such the increase in the Revolving Credit Aggregate Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons any Loan Documents executed in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetherewith. For greater certainty, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed that becomes a party to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata this Agreement in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date this Section 2.2 shall be a “Lender” under this Agreement and shall have all of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, rights and obligations of a “Lender” under this Agreement and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)other Loan Documents.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Dragonwave Inc), Revolving Credit Agreement (Dragonwave Inc)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event Each Increasing Lender hereby agrees to increase the amount of Default shall exist or would result from such its Revolving Commitment Increase;under the Credit Agreement by the amount shown as its “Revolving Commitment” on Annex A attached hereto.
(b) no Each Increasing Lender acknowledges and agrees that the respective Revolving Commitments of such Increasing Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. Each Lender further acknowledges and agrees that Schedule 1 hereto sets forth for such Lender its Revolving Commitment Increase may be in an amount less than $10,000,000;under the Credit Agreement immediately after giving effect to this Amendment.
(c) no existing Lender Upon this Amendment becoming effective (x) with respect to the Revolving Loans outstanding under the Credit Agreement immediately prior to this Amendment becoming effective, the Increasing Lenders that are providing Commitment Increases and purchasing and assuming Assigned Interests such that after giving effect to this Amendment their ratable portion of the Revolving Commitments shall be obligated less than their ratable portions immediately prior to increase this Amendment (the “Non-Pro Rata Increasing Lenders”) shall assign to each Increasing Lender that is providing a Commitment Increase and purchasing and assuming Assigned Interests such that after giving effect to this Amendment its ratable portion of the Revolving Commitment Commitments shall be greater than its ratable portion immediately prior to this Amendment (the “Incremental Increasing Lenders”), and each of the Incremental Increasing Lenders shall purchase from the Non-Pro Rata Increasing Lenders, at the principal amount thereof (together with accrued interest), such outstanding Revolving Loans as shall be necessary in connection with any Commitment Increase;order that after giving effect to all such assignments and purchases, the Lenders shall hold such Revolving Loans ratably in proportion to their respective Revolving Commitments, as set forth on Schedule 1 after giving effect to this Amendment and (y) the amount of the participations held by each Lender in each Letter of Credit and each Swingline Loan then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit and Swingline Loan in proportion to their respective Revolving Commitments as set forth on Schedule 1 after giving effect to this Amendment.
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such LenderImmediately after this Amendment becomes effective, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may certain assignments will be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to made among the Lenders so that after giving effect thereto the final allocations of Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Commitments of each Lender after giving effect to the applicable Commitment Increase)such assignments will be as set forth on Schedule 1 to this Amendment.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Bristow Group Inc)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 and at any time an increase in the aggregate for all such increases) Commitments of the Banks (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at by adding to this Agreement one or more additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more existing Banks to increase their respective Commitments; provided, however that (i) no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the option Total Facility Amount to exceed $3,000,000,000, (iii) no Bank’s Commitment shall be increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and absolute discretion), and (iv) if, on the effective date of such increase, any Advances have been made, then the Borrower pursuant shall be obligated to delivery pay any breakage fees or costs in connection with the reallocation of such outstanding Advances.
(b) Any Commitment Increase shall be requested by written notice from the Borrower of a proposed Commitment Increase to the Administrative Agent if each (a “Notice of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b”) no in the form of Exhibit F attached hereto. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretowhich date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) evidence of corporate authorization on the part amount of the Loan Parties with respect to such requested Commitment Increase, (iii) opinions the identity of counsel with respect each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks that are increasing their respective Commitments and the CI Banks from and after the Commitment Increase Effective Date (as defined below). If the Administrative Agent and each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment IncreaseIncrease (such consent not to be unreasonably withheld or delayed), (iv) amendments all such Persons shall execute a counterpart to the Security Documents in connection with Notice of Commitment Increase and such Commitment Increase, (v) Increase shall be effective on behalf the proposed effective date set forth in the Notice of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) Increase or on another date agreed to by the Administrative Agent and the Borrower and payable (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such Persons in connection with date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase and Effective Date, (viii) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each shall, by wire transfer of the Borrowerimmediately available funds, Lenders and Administrative Agent acknowledges and agrees that pay to each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anythen Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which have agreed amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment IncreaseSection 2.10, it may be the case that the outstanding Revolving Loans are not held pro rata ratably in accordance with the new Revolving Commitments. In order to remedy the foregoingrespective principal amounts thereof, on the effective date of the applicable Commitment Increaseprincipal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Advances.
(d) For purposes of this Section 2.20 and Exhibit F, the Revolving Lenders following defined terms shall have the following meanings: (including, without limitation, any new Lendersi) shall make payments “New Funds Amount” means the amount equal to the Administrative Agent, and product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Total Facility Amount after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Advances as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose Pro Rata Share of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Bank’s outstanding Advances decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 2 contracts
Sources: Revolving Credit Agreement (Eog Resources Inc), Revolving Credit Agreement (Eog Resources Inc)
Commitment Increase. From (a) The Borrowers may at any time or from time to time after the Closing Date, the Revolving Commitments may be increased Effective Date (but no more than twice in no event in excess any calendar year), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of $50,000,000 the Lenders), request one or more increases in the aggregate for all such increases) amount of the Commitments (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, a “Commitment Increase”) at ); provided that upon the option effectiveness of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
any Incremental Amendment (a) as defined below), no Default or Event of Default shall exist have occurred and be continuing and each Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases shall not exceed $125,000,000. Each notice from the Borrowers pursuant to this Section 2.19 shall set forth the requested amount of the relevant Commitment Increase. Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Commitment Increase) or would result from by any other Eligible Assignee (provided that any required approval of such Eligible Assignee by the Administrative Agent shall not be unreasonably withheld or delayed, and the commitment of any such Eligible Assignee to the relevant Commitment Increase is at least $5,000,000). Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule I (with a joinder agreement in the case of any Eligible Assignee providing any portion of such Commitment Increases), executed by the Administrative Agent, each Lender and Eligible Assignee that is in each case agreeing to provide any portion of the relevant Commitment Increase;, and the Borrowers. Any such Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (including any increase in the Applicable Margin and the fees set out in Sections 2.09), provided that any such increase shall apply to and be for the benefit of all the Lenders), in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.19. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.02 (it being understood that all references to “the date of such Borrowing, issuance or renewal” or similar language in such Section 3.02 shall be deemed to refer to in such instance to the effective date of such Incremental Amendment). The Borrowers may use Commitment Increases for any purpose not prohibited by this Agreement.
(b) no Commitment Increase may Upon each increase in the Commitments pursuant to this Section 2.19, (x) each Lender immediately prior to such increase will automatically and without further act be in an amount less than $10,000,000;
(c) no existing deemed to have assigned to each Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, a “New after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Commitment Increase Lender”);
) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment and (ey) if, on the proposed date of such increase, there are any Advances outstanding, portions of such Advances shall on the date of the effectiveness of such Commitment Increase, together Increase be prepaid with any prior Commitment Increase, shall not exceed the proceeds of additional Advances made by the Commitment Increase Cap; and
Lenders (f) such that after giving effect to such prepayment, the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part percentage of the Loan Parties with respect Advances held by each Lender will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment after giving effect to such Commitment Increase), (iiiwhich prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 10.04(d). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Except as permitted under Section 2.19(a) opinions of counsel with respect to any increase in Applicable Margin and fees, the terms and conditions of such Commitment Increases (including pricing and maturity date) shall be identical to those applicable to the Commitments immediately prior to the effectiveness of such Commitment Increases, and the applicable commitments to the relevant Commitment Increase shall, upon the effectiveness of the relevant Commitment Increase, (iv) amendments constitute Commitments hereunder. This Section 2.19 shall supersede any provisions in Section 2.14 or 10.01 to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)contrary.
Appears in 2 contracts
Sources: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP), Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (but in no event in excess Borrower shall have the right, without the consent of $50,000,000 the Lenders, to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments with the consent of the following conditions have been met:
each Issuing Bank (anot to be unreasonably withheld, delayed or conditioned); provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $10,000,000 and in integral multiples of $5,000,000, (iii) no such Commitment Increase shall result in the Aggregate Commitment Amount exceeding $1,000,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date (as defined below).
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
Appears in 2 contracts
Sources: Credit Agreement (Valero Energy Partners Lp), Credit Agreement
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event Each Increasing Lender hereby agrees to increase the amount of Default shall exist or would result from such its (i) Revolving Commitment under the Credit Agreement by the amount shown as its “Revolving Commitment Increase;” on Annex A attached hereto and (ii) Term Loan Commitment under the Credit Agreement by the amount shown as its “Term Loan Commitment Increase” on Annex A attached hereto.
(b) no Each Increasing Lender acknowledges and agrees that the respective Revolving Commitments and Term Loan Commitments of such Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. Each Increasing Lender further acknowledges and agrees that Schedule II hereto sets forth for such Lender its Revolving Commitment Increase may be in an amount less than $10,000,000;and its Term Loan Commitment under the Credit Agreement immediately after to giving effect to this Amendment.
(c) no existing Lender Upon this Amendment becoming effective (x) with respect to the Existing Term Loans and the Revolving Loans outstanding under the Credit Agreement immediately prior to this Amendment becoming effective, the Increasing Lenders that are providing Commitment Increases such that after giving effect to this Amendment their ratable portion of the Commitments shall be obligated less than their ratable portions immediately prior to increase this Amendment (the “Non-Pro Rata Increasing Lenders”) shall assign to each Increasing Lender that is providing a Commitment Increase such that after giving effect to this Amendments its ratable portion of the Commitments shall be greater than its ratable portion immediately prior to this Amendment (the “Incremental Increasing Lenders”), and each of the Incremental Increasing Lenders shall purchase from the Non-Pro Rata Increasing Lenders, at the principal amount thereof (together with accrued interest), such interest in the Existing Term Loans and such outstanding Revolving Commitment Loans as shall be necessary in connection with any Commitment Increase;order that after giving effect to all such assignments and purchases, the Lenders shall hold the Existing Term Loans and such Revolving Loans ratably in proportion to their respective First Amendment Additional Term Loan Commitments and Revolving Commitments, as applicable, as set forth on Schedule II after giving effect to this Amendment and (y) the amount of the participations held by each Lender in each Letter of Credit and each Swingline Loan then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit and Swingline Loan in proportion to their respective Revolving Commitments as set forth on Schedule II after giving effect to this Amendment.
(d) On the proposed date hereof, each Lender shall make a Term Loan to the Borrower in a principal amount equal to the First Amendment Additional Term Loan Commitment Increase shall have been consented of such Lender. The Lenders hereby waive any Notice of Term Borrowing that the Borrower may be required to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee deliver under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion 2.5 of the Commitment Increase (each such Lender, a “New Lender”);Credit Agreement or any other provision thereof with regard to the Term Loan to be made on the date hereof.
(e) the proposed Commitment IncreaseImmediately after this Amendment becomes effective, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may certain assignments will be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to made among the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (final allocations of each Lender after giving effect to the applicable Commitment Increase)such assignments will be as set forth on Annex B to this Amendment.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Bristow Group Inc)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 2 contracts
Sources: Credit Agreement (FirstEnergy Transmission, LLC), Credit Agreement (FirstEnergy Transmission, LLC)
Commitment Increase. From time By executing and delivering this Agreement, the Additional Lender hereby becomes a party to time the Credit Agreement as a Lender thereunder with the same force and effect as if originally named therein as a Lender and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Lender thereunder. The Administrative Agent hereby approves the Additional Lender as an Eligible Assignee. The Additional Lender hereby extends to the Borrower, subject to and on the terms and conditions set forth in the Credit Agreement, a Revolver Commitment in the amount of $20,000,000, from and after the Closing DateEffective Date of this Agreement, and agrees to perform in accordance with the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for terms thereof all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunder. The Additional Lender represents and warrants that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated it has full power and authority, and has taken all action necessary, to increase its Revolving Commitment in connection with any Commitment Increase;
(d) execute and deliver this Agreement and to consummate the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) transactions contemplated hereby and that has agreed to become a Lender in respect of all or a portion of under the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretoCredit Agreement, (ii) evidence from and after the Effective Date of corporate authorization on this Agreement, it shall be bound by the part provisions of the Loan Parties with respect to such Commitment IncreaseCredit Agreement as a Lender thereunder and shall have and perform all of the obligations of a Lender thereunder, and (iii) opinions it has received a copy of counsel the Credit Agreement, together with respect copies of the most recent financial statements of the Borrower delivered pursuant to Section 5.01 of the Credit Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to extend the Revolver Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed Borrower pursuant to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence the terms of the satisfaction Credit Agreement, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender. The Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions and analysis in taking or not taking action under the Credit Agreement or any other Loan Documents. Cadence Bank hereby extends to the Borrower, subject to and on the terms and conditions set forth in clauses (a) through (d) above the Credit Agreement, a Revolver Commitment in connection with such Commitment Increasethe amount of $22,500,000, in each case as from and after the Administrative Agent may reasonably request. Each Effective Date of the Borrowerthis Agreement, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata perform in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date terms thereof all of the applicable obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunder. The Required Lenders hereby waive the requirement set forth in Section 2.14(d)(i)(F) for a legal opinion in connection with the Commitment Increase contemplated by this Agreement. The Required Lenders hereby waiver the requirement set forth in Section 2.14(a) for a ten (10) days notice period in connection with the Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 2 contracts
Sources: Supplement and Joinder Agreement, Supplement and Joinder Agreement (Main Street Capital CORP)
Commitment Increase. From time (a) Borrower may by written notice to time after Agent, on no more than one occasion, elect to request the Closing Date, the Revolving Commitments may be increased (but in no event in excess establishment of $50,000,000 in the aggregate for all such increases) one or more new term loan commitments (the “Commitment Increase CapNew Term Loan Commitments”), (i) in an aggregate amount equal to (A) the Wachovia Pay Down Amount less (B) all Pro Rata Share payments of principal that would have been payable to Wachovia Bank, National Association since the date of the Wachovia Non Pro Rata Pay Down had the Wachovia Non Pro Rata Pay Down not occurred and (ii) not less than $1,000,000 individually (or such lesser amount which shall be approved by Agent). Such notice shall specify (A) the date (the “Increased Amount Date”) such on which Borrower proposes that the aggregate Revolving New Term Loan Commitments shall at no time exceed $450,000,000 be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Agent and (any such increaseB) the identity of each Lender or other Person that is an Assignee under Section 11.11 of this Agreement (each, a “Commitment IncreaseNew Term Loan Lender”) at to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the option amounts of Borrower pursuant such allocations; provided that any Lender approached to delivery of written notice from Borrower of provide all or a proposed Commitment Increase to the Administrative Agent if each portion of the following conditions have been met:
New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (a1) no Default or Event of Default shall exist on such Increased Amount Date before or would result from after giving effect to such Commitment Increase;
New Term Loan Commitments, as applicable; (b2) no Commitment Increase may the Wachovia Non Pro Rata Pay Down shall have occurred; (3) Borrower and its Subsidiaries shall be in an amount less than $10,000,000;
pro forma compliance with each of the covenants set forth in Section 8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Term Loan Commitments; (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d4) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an amendments to this Agreement, a joinder agreement for any New Term Loan Lender and all other promissory notes, agreements, documents and instruments requested by the Agent in its reasonable discretion evidencing and setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part conditions of the New Term Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 2 contracts
Sources: Term Loan Agreement, Term Loan Agreement (International Textile Group Inc)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $200,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (Borrower shall have the right, without the consent of the Lenders, to cause, but in no event in excess of $50,000,000 more than five times, an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each of the following conditions have been met:
Issuing Bank (aeach, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no have occurred and be continuing as of the relevant Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretoEffective Date, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall be less than $50,000,000, (iii) opinions the aggregate amount of counsel with respect to all such Commitment IncreaseIncreases shall not exceed $500,000,000, (iv) amendments to the Security Documents no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in connection with such Commitment Increase, Lender’s sole and absolute discretion) and (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below).
(c) On each Commitment Increase Effective Date, without limitationto the extent that there are Loans outstanding as of such date, any new Lenders(i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent agreessuch Lender’s New Funds Amount, upon receipt of all which amount, for each such paymentsLender, to disburse shall constitute Loans made by such amounts Lender to the Lenders so that after giving effect thereto Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Revolving Loans will be held Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase).any
Appears in 1 contract
Commitment Increase. From time The parties hereto understand ------------------- that the Borrower may seek one or more financial institutions to time after the Closing Date, the Revolving take a Commitment or Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) amount of $20,000,000 (the “"Commitment Increase"). The Commitment Increase Cap”may be taken by any existing Bank hereunder by increasing the Commitment of such existing Bank (each an "Increasing Bank") such that or by a new Bank added as a party hereto (each --------------- an "Additional Bank"), subject to the aggregate Revolving Commitments shall at no conditions hereinafter specified. For purposes of the foregoing, Agent may, from time exceed $450,000,000 to time, (any such increasei) admit Additional Banks hereunder, a “Commitment Increase”or (ii) at the option request of Borrower pursuant to delivery any Increasing Bank, increase the Commitment of written notice from Borrower of a proposed Commitment Increase such Increasing Bank, subject to the Administrative Agent if each of the following conditions have been metconditions:
(a) no Default or Event of Default each Additional Bank shall exist or would result from such Commitment Increasebe an Eligible Assignee;
(b) no Commitment Increase may be in an amount less than $10,000,000Borrower shall execute (i) a new Note payable to the order of each Additional Bank, or (ii) a replacement Note payable to the order of each Increasing Bank;
(c) no existing Lender Borrower and Agent shall be obligated execute appropriate documentation to increase its Revolving Commitment in connection with any Commitment Increaseadd each Additional Bank as a party to this Agreement, whereupon such Additional Bank shall have all of the rights and obligations of a Bank hereunder and under the other Loan Documents;
(d) Each Additional Bank and each Increasing Bank shall pay to the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion Agent for the account of the other Banks an amount equal to its Percentage Commitment Increase (each of outstanding Advances, and such Lenderamount so paid shall constitute an Advance by such Additional Bank or Increasing Bank under its Note and a payment of principal to the other Banks under their respective Notes, a “New Lender”)and the outstanding principal balances of the respective Notes shall be increased or reduced accordingly;
(e) After giving effect to the proposed admission of any Additional Bank or the increase in the Commitment Increaseof any Increasing Bank, together with any prior Commitment Increase, the aggregate amount of the Commitments shall not exceed the Commitment Increase Cap$135,000,000; and
(f) No admission of any Additional Bank shall increase the Administrative Agent shall have received Commitment of any existing Bank. Upon and as of the date of the addition of any Additional Bank to the Agreement or the increase of the Commitment of any Increasing Bank, (i) an agreement setting forth the Commitments of the other Banks shall remain unchanged, and the respective Commitment Percentages and pro rata shares of such Commitment IncreaseBanks shall be adjusted accordingly, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part each of the Loan Parties with respect other Banks shall be deemed to have sold and transferred to such Additional Bank or such Increasing Bank, as the case may be, and such Additional Bank or Increasing Bank shall be deemed irrevocably and unconditionally to have purchased and received from each such other Banks (on a pro rata basis, based on such other Banks' respective Commitment IncreasePercentages, (iiias adjusted in accordance with this Section) opinions a portion of counsel with respect such other Banks' participation shares under Section ------- 3.3 in all Letters of Credit outstanding on such date and related rights, --- in an aggregate amount equal to such Additional Bank's or such Increasing Bank's Commitment Increase, (iv) amendments to Percentage of such outstanding Letters of Credit. The addition of any Additional Bank or the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence increase of the Commitment of an Increasing Bank and the effects thereof as described in this Section shall occur automatically upon satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasespecified above, in each case as without the Administrative necessity for further documentation to be executed by the other Banks. Neither Agent may reasonably request. Each of the Borrowernor any Co-Agent nor any Bank shall have any obligation to find or arrange for any Additional Bank, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 no Bank shall not require the consent of have any Lender other than those Lenders, if any, which have agreed obligation to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)its Commitment.
Appears in 1 contract
Sources: Credit Agreement (Cellstar Corp)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrower may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect thereto the Revolving Loans will be held to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Revolving Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $2,250,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment IncreaseLender’s prior written consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit E attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a CI Lender’s increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrower may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders41 existing Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect thereto the Revolving Loans will be held to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Revolving Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the 42 commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time to time after (a) The parties hereto agree that (i) each Lender identified on the Closing Datesignature pages hereto as an “Increasing Lender” (collectively, the Revolving Commitments may be increased “Increasing Lenders”) desires to increase its Commitment under the Credit Agreement pursuant to Section 2.6(d) of the Credit Agreement, (but in no event in excess of $50,000,000 in ii) the aggregate for all such increases) financial institution identified on the signature pages hereto as a “New Lender” (the “Commitment Increase CapNew Lender”) shall be added as a Lender under the Credit Agreement and the Commitment of such that New Lender is as reflected on Exhibit B attached hereto (such increases to the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increaseof the Increasing Lenders, a together with the Commitment of the New Lender, collectively, the “Commitment Increase”), (iii) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented be effective as of Amendment Effective Date (and such amount shall not reduce the amount by which the Borrowers may propose to in writing by each existing Lender (if any) who is increasing its Revolving increase the Aggregate Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b2.6(d) of the Credit Agreement after the Amendment Effective Date) and that has agreed to become a Lender (iv) the relevant requirements set forth in respect of all or a portion Section 2.6(d) of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties Credit Agreement are deemed satisfied with respect to such Commitment Increase. Immediately prior to the Amendment Effective Date, (iii) opinions the New Lender shall become a party to and a “Lender” under the Credit Agreement as if originally named therein as a party and shall be bound by all of counsel with respect terms and provisions applicable to Lenders under the Credit Agreement. For the avoidance of doubt, the aggregate Additional Commitments added pursuant to this Section 1.2 are equal to $300,000,000 and the Commitments of all Lenders, after giving effect to such Commitment Increase, are as reflected on Exhibit B attached hereto.
(b) The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) amendments it has received a copy of the Existing Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.1(h) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (v) if it is a Foreign Lender, it has delivered to the Security Agent any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; and (b) agrees that (i) it will, independently and without reliance on the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender.
(c) The parties hereto agree that the outstanding Revolving Advances immediately prior to the Amendment Effective Date shall be reallocated (and to the extent necessary with respect to each Lender, increased or decreased) among the Lenders to the extent necessary such that, immediately after the effectiveness of this Amendment in accordance with its terms, the Revolving Advances shall be held by the Lenders pro rata based on their respective Percentages as set forth on Exhibit B attached hereto. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders in such amounts as may be necessary, and with the same force and effect as if such assignments were evidenced by Lender Assignments (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such Commitment Increaseassignments (all of which such requirements are hereby waived). Further, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on each Lender agrees to make cash settlements in respect of any outstanding Revolving Advances, as the effective date of the applicable Commitment IncreaseAgent may direct or approve, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto to this Amendment, each Lender holds Revolving Advances equal to its Percentage (as set forth on Exhibit A attached hereto) of the aggregate outstanding Revolving Loans will Advances. Notwithstanding anything to the contrary in the Credit Agreement, the assignments and assumptions contemplated in this Section 1.2 shall be held by deemed to satisfy all requirements of Section 8.7 of the Revolving Lenders Credit Agreement.
(includingd) Effective as of the Amendment Effective Date, without limitation, any new Lenders), pro rata the participations in accordance with the Pro Rate Percentages hereunder (after giving Letters of Credit and Swingline Advances under the Credit Agreement shall be adjusted to give effect to any change in the applicable Commitment Increase)Commitments and Credit Exposure of any Lender as a result of this Amendment.
Appears in 1 contract
Sources: Five Year Master Credit Agreement (Wisconsin Power & Light Co)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $400,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in the aggregate for any such increase but not more than $500,000,000 for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the option time agree, in the case of Borrower any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with FET, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to delivery this subsection (b) plus the Commitments of written the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice from Borrower of a any proposed Commitment Increase pursuant to this Section 2.05(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent if signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the 112461100 v3 agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the following conditions have been met:
Advance(s) to be made by each such Lender described in paragraph (aiii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Default or Event of Default shall exist has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or would result from such Commitment Increase;
in the case of any representation or warranty already qualified by materiality, true and correct in all respects), and (bD) no Commitment Increase may be in receipt by the Administrative Agent of a certificate of the Secretary or an amount less than $10,000,000;
(c) no existing Lender shall be obligated Assistant Secretary of FET and each other Borrower, if any, electing to increase its Revolving Commitment Borrower Sublimit in connection with any Commitment Increase;
(d) the proposed such Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lendercertifying, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or similar governing body), or appropriate committee thereof, of FET and such Commitment Increase, (iii) opinions of counsel with respect other Borrower electing to such Commitment Increase, (iv) amendments to the Security Documents increase its Borrower Sublimit in connection with such Commitment Increase, approving, in the case of FET, such Commitment Increase and, in the case of such other Borrower, such increase in its Borrower Sublimit and (v2) on behalf all governmental and regulatory authorizations and approvals required to be obtained by FET and such other Borrower for such Commitment Increase or increase in the applicable Borrower Sublimit, as the case may be.
(iii) Upon the effective date of each existing Lender and/or New Lender participating in such any Commitment Increase, payment of fees the Borrowers shall prepay the outstanding Advances (if any) agreed to by Borrower in full, and payable shall simultaneously make new Advances hereunder in an amount equal to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increaseprepayment, in each case as the Administrative Agent may reasonably request. Each of the Borrowerso that, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increasethereto, it may be the case that Advances are held ratably by the outstanding Revolving Loans are not held pro rata Lenders in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.11.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (Borrower shall have the right, without the consent of the Lenders, to cause, but in no event in excess of $50,000,000 not more than five times, an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $50,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $1,500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date (as defined below).
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).aggregate principal amount of
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld or delayed), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 and at any time an increase in the aggregate for all such increases) Commitments of the Banks (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at by adding to this Agreement one or more additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more existing Banks to increase their respective Commitments; provided, however that (i) no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the option Total Facility Amount to exceed $1,500,000,000, (iii) no Bank’s Commitment shall be increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and absolute discretion), and (iv) if, on the effective date of such increase, any Advances have been made, then the Borrower pursuant shall be obligated to delivery pay any breakage fees or costs in connection with the reallocation of such outstanding Advances.
(b) Any Commitment Increase shall be requested by written notice from the Borrower of a proposed Commitment Increase to the Administrative Agent if each (a “Notice of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b”) no in the form of Exhibit H attached hereto. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretowhich date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) evidence of corporate authorization on the part amount of the Loan Parties with respect to such requested Commitment Increase, (iii) opinions the identity of counsel with respect each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks and the CI Banks from and after the Commitment Increase Effective Date (as defined below). If the Administrative Agent and, if then an L/C Issuer, JPMorgan, Bank of America or Barclays approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment IncreaseIncrease (such consent not to be unreasonably withheld or delayed), (iv) amendments all such Persons shall execute a counterpart to the Security Documents in connection with Notice of Commitment Increase and such Commitment Increase, (v) Increase shall be effective on behalf the proposed effective date set forth in the Notice of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) Increase or on another date agreed to by the Administrative Agent and the Borrower and payable (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such Persons in connection with date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase and Effective Date, (viii) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each shall, by wire transfer of the Borrowerimmediately available funds, Lenders and Administrative Agent acknowledges and agrees that pay to each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anythen Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which have agreed amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment IncreaseSection 2.10, it may be the case that the outstanding Revolving Loans are not held pro rata ratably in accordance with the new Revolving Commitments. In order to remedy the foregoingrespective principal amounts thereof, on the effective date of the applicable Commitment Increaseprincipal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Advances.
(d) For purposes of this Section 2.20 and Exhibit H, the Revolving Lenders following defined terms shall have the following meanings: (including, without limitation, any new Lendersi) shall make payments “New Funds Amount” means the amount equal to the Administrative Agent, and product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Total Facility Amount after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Advances as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose Pro Rata Share of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Bank’s outstanding Advances decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so that after giving effect thereto and the Revolving Loans will be held Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Revolving Lenders Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (includingB) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph
(iii) below, without limitation, any new Lenders), pro rata (C) receipt by the Administrative Agent of a certificate (the statements contained in accordance with the Pro Rate Percentages hereunder (which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the applicable case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase)Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From time to time after (1) the Closing Date, Borrower may not propose more than one Commitment Increase during any period of 12 consecutive months;
(2) the Revolving Commitments may minimum proposed Commitment Increase for each Commitment Increase Date shall be increased $100,000,000;
(but 3) in no event in excess of $50,000,000 in shall the aggregate for all such increases) (amount of the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no any time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:1,000,000,000; and
(a4) no Default or Event of Default shall exist or would result from has occurred and is continuing on such Commitment Increase;
(b) no Commitment Increase may Date. The Administrative Agent shall notify the Lenders promptly upon its receipt of any such notice. It shall be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated each Lender's sole discretion whether to increase its Revolving Commitment hereunder in connection with any a proposed Commitment Increase;
. No later than 10 Business Days after its receipt of the Borrower's notice, each Lender that is willing to increase its Commitment hereunder (dan "Increasing Lender") 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 Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender's notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging the proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition as Assuming Lenders of one or more Eligible Assignees acceptable to the Borrower, the Syndication Agent and the Administrative Agent and as parties to this Agreement, provided that (X) the minimum Commitment of each such Assuming Lender that becomes a party to this Agreement pursuant to this Section 2.05(d) shall have been consented to be $25,000,000 and (Y) any allocations of Commitments shall be determined by the Borrower (provided that allocations of increases in writing by Commitments among Increasing Lenders shall be based on the ratio of each existing Lender (Lender's proposed increased Commitment, if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed , to become a Lender in respect the aggregate of all or a portion of the existing Lenders' proposed increased Commitments). If agreement is reached prior to the Commitment Increase (each such Lender, a “New Lender”);
(e) Date with the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Increasing Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Assuming Lenders, if any, as to a Commitment Increase (the amount of which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be less than that specified in the applicable notice from the Borrower), the Borrower shall deliver, no later than one day prior to the Commitment Increase Date, a notice to the Administrative Agent (and 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 35 - 31 - Increase Date and the Commitments of such Increasing Lenders and such Assuming Lenders shall become or be, as the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingmay be, on the effective date as of the applicable Commitment Increase, Increase Date the Revolving Lenders (including, without limitation, any new Lenders) shall make payments amounts specified in the notice delivered by the Borrower to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).; provided that:
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Commitment Increase. From time On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase shall not exceed the amount of the Commitment Increase). The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase Subject to the Administrative Agent if each satisfaction of the following conditions have been metprecedent set forth in Section 4 below:
(a) no Default or Event of Default shall exist or would result from such Each Increasing Lender party hereto agrees to increase its Commitment Increase;to the “Commitment Amount” listed on Schedule I hereto.
(b) no Each Additional Lender party hereto extends to the Borrowers, on the Amendment Date, such Additional Lender’s Commitment Increase in the amount designated for such Additional Lender as set forth on Schedule I hereto, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in the Amended Credit Agreement. Each Additional Lender agrees that, upon the Amendment Date, such Additional Lender will be a Lender for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement), and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 8.08(b)(iii), (v) and (vi) of the Amended Credit Agreement (subject to such consents, if any, as may be required under Section 8.08(b)(iii) of the Amended Credit Agreement), (iii) from and after the Amendment Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire such Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and this Amendment, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 4.01(g) of the Amended Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to extend its Commitment, and (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to extend its Commitment to the Borrowers pursuant to the terms of this Amendment and the Amended Credit Agreement. Each Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender has submitted to the Administrative Agent an amount less than $10,000,000;Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of the Amended Credit Agreement.
(c) no existing The Administrative Agent, each Fronting Bank and each Swing Line Lender shall be obligated consent to increase its Revolving Commitment in connection with any Commitment Increase;the execution and delivery by each Additional Lender of this Amendment.
(d) The Borrowers, the proposed Commitment Increase shall have been consented Administrative Agent, the Fronting Banks, the Swing Line Lenders and each Lender party hereto (including each Additional Lender and each New Extension Lender) agree that on the Amendment Date Schedule I to the Credit Agreement is amended and restated in writing its entirety by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);Schedule I hereto.
(e) Simultaneously with the proposed effectiveness of this Amendment and notwithstanding any provisions of Section 2.06(b)(iii) of the Credit Agreement to the contrary, the Commitments of each of the Lenders, the outstanding amount of all Pro-Rata Advances and the participations of the Lenders in outstanding Letters of Credit and outstanding Swing Line Advances shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment Increaseset forth on Schedule I hereto). In order to effect such reallocations, together with each Additional Lender, each New Extension Lender and each other Lender whose Commitment as set forth on Schedule I hereto is in an amount that exceeds the amount of its “Commitment” under the Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments as set forth on Schedule I hereto are less than their respective “Commitments” under the Credit Agreement (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule I hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any prior Commitment Increaserelated assignment fee, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and except for any requested replacement promissory notes with respect theretoto be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments (or, if less, in the case of any such promissory note payable by a Borrower, such Assignor Lender’s or Assignee Lender’s pro rata share (ii) evidence of corporate authorization based on the part Commitments of the Loan Parties with respect all Lenders) of such Borrower’s Borrower Sublimit), no other documents or instruments shall be, or shall be required to such Commitment Increasebe, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents executed in connection with such Commitment Increasepurchases and assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increasethrough the Administrative Agent, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder direct (after giving effect to any netting effected by the applicable Commitment Increase)Administrative Agent) with respect to such reallocations and assignments.
Appears in 1 contract
Commitment Increase. From (a) The Borrower Agent may at any time or from time to time after the Closing Date, by notice to the Revolving Commitments may be increased Agent (but in no event in excess whereupon the Agent shall promptly deliver a copy to each of $50,000,000 the Lenders), request one or more increases in the aggregate for all such increases) amount of the Commitments (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, a “Commitment Increase”) at ); provided that upon the option effectiveness of Borrower pursuant any Incremental Amendment referred to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) below, no Default or Event of Default shall exist and each Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases shall not exceed $100,000,000. Each notice from the Borrower pursuant to this Section 2.3.1 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Commitment Increase) or would result from by any other Eligible Assignee. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule 1.1 (with a joinder agreement in the case of any Eligible Assignee providing any portion of such Commitment Increase;Increases), executed by the Agent, each Lender and Eligible Assignee agreeing to provide any portion of a Commitment Increase and the Obligors, and reaffirmations of the Security Documents and any other Loan Documents as reasonably requested by Agent, executed by the Obligors. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (including any increase in the Applicable Margin and the fees set out in Sections 3.2.1 and 3.2.3, provided that any such increase shall apply to and be for the benefit of all the Lenders), in the reasonable opinion of the Agent and the Borrower, to effect the provisions of this Section 2.
3.1. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 6.2 (it being understood that all references to “the date of such funding, issuance or grant” or similar language in such Section 6.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as may be required by the Agent. The Borrower may use Commitment Increases for any purpose not prohibited by this Agreement.
(b) no Commitment Increase may Upon each increase in the Commitments pursuant to this Section 2.3.1, (x) each Lender immediately prior to such increase will automatically and without further act be in an amount less than $10,000,000;
(c) no existing deemed to have assigned to each Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, a “New after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Lender (including each such Commitment Increase Lender”);
) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment and (ey) if, on the proposed date of such increase, there are any Loans outstanding, portions of such Loans shall on the date of the effectiveness of such Commitment Increase, together Increase be prepaid with any prior Commitment Increase, shall not exceed the proceeds of additional Loans made by the Commitment Increase Cap; and
Lenders (f) such that after giving effect to such prepayment, the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part percentage of the Loan Parties with respect Loans held by each Lender will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment after giving effect to such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.9. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Except as permitted under Section 2.3.1
(iiia) opinions of counsel with respect to any increase in Applicable Margin and fees, the terms and conditions of such Commitment Increase, Increases (ivincluding pricing and maturity date) amendments shall be identical to those applicable to the Security Documents in connection with Aggregate Commitments immediately prior to the effectiveness of such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower Increases and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, commitments shall constitute Commitments hereunder. This Section 2.3.1 shall supersede any new Lenders) shall make payments provisions in Section 12.5 or 15.1 to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)contrary.
Appears in 1 contract
Sources: Loan Agreement (Solo Cup CO)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 and at any time an increase in the aggregate for all such increases) Commitments of the Banks (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at by adding to this Agreement one or more additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more existing Banks to increase their respective Commitments; provided, however that (i) no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the option Total Committed Amount to exceed $3,000,000,000, (iii) no Bank’s Commitment shall be increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and absolute discretion), and (iv) if, on the effective date of such increase, any Eurodollar Advances have been made, then the Borrower pursuant shall be obligated to delivery pay any breakage fees or costs in connection with the reallocation of such outstanding Eurodollar Advances.
(b) Any Commitment Increase shall be requested by written notice from the Borrower of a proposed Commitment Increase to the Administrative Agent if each (a “Notice of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b”) no in the form of Exhibit F attached hereto. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretowhich date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) evidence of corporate authorization on the part amount of the Loan Parties with respect to such requested Commitment Increase, (iii) opinions the identity of counsel with respect each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks that are increasing their respective Commitments and the CI Banks from and after the Commitment Increase Effective Date (as defined below). If the Administrative Agent and each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment IncreaseIncrease (such consent not to be unreasonably withheld or delayed), (iv) amendments all such Persons shall execute a counterpart to the Security Documents in connection with Notice of Commitment Increase and such Commitment Increase, (v) Increase shall be effective on behalf the proposed effective date set forth in the Notice of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) Increase or on another date agreed to by the Administrative Agent and the Borrower and payable (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such Persons in connection with date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase and Effective Date, (viii) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each shall, by wire transfer of the Borrowerimmediately available funds, Lenders and Administrative Agent acknowledges and agrees that pay to each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anythen Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which have agreed amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment IncreaseSection 2.10, it may be the case that the outstanding Revolving Loans are not held pro rata ratably in accordance with the new Revolving Commitments. In order to remedy the foregoingrespective principal amounts thereof, on the effective date of the applicable Commitment Increaseprincipal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Eurodollar Advances.
(d) For purposes of this Section 2.20 and Exhibit F, the Revolving Lenders following defined terms shall have the following meanings: (including, without limitation, any new Lendersi) shall make payments “New Funds Amount” means the amount equal to the Administrative Agent, and product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Total Committed Amount after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Advances as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose Pro Rata Share of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Bank’s outstanding Advances decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (but in no event in excess Borrower shall have the right, without the consent of $50,000,000 the Lenders, to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if Agent, the Swingline Lender, each of Issuing Bank and the following conditions have been met:
Borrower (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $25,000,000, unless the Administrative Agent otherwise consents to a smaller amount, (iii) the aggregate amount of all such Commitment Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date.
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount for each such CI Lender shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount for each such Lender shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
Appears in 1 contract
Sources: Senior Unsecured Multi Year Revolving Credit Agreement (HF Sinclair Corp)
Commitment Increase. From time to (i) At any time after the Closing Effective Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such provided that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist have occurred and be continuing, Borrowers may, with the consent of Administrative Agent (which consent shall not be unreasonably withheld or would result delayed), request from the Lenders an increase of the aggregate Revolving Loan Commitments for up to an aggregate principal amount of Twenty Five Million Dollars ($25,000,000) by notice to Administrative Agent in writing of the amount of such Commitment Increase;
(b) no Commitment Increase may be in proposed increase. For any Lender that accepts an amount less than $10,000,000;
(c) no existing Lender shall be obligated offer to it by Borrowers to increase its Revolving Commitment pursuant to this Section, the amount of Revolving Commitments hereunder shall be deemed to be amended to so increase the Revolving Commitment of such Lender. To the extent that the Lenders do not agree to the increase in connection the Revolving Commitments, Borrowers may, with any Commitment Increase;
the consent of Administrative Agent, offer to one or more other Persons acceptable to Administrative Agent (dan "assignee") the proposed Commitment Increase shall have been consented opportunity to participate in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase increased Revolving Commitments.
(each ii) Any assignee that Borrowers select to offer participation in the increased Revolving Commitments, and that elects to become a party to this Agreement and obtain a Revolving Commitment, shall execute a written agreement in the form of Exhibit 1.1(d)(ii) hereto (the "New Lender Agreement") with Borrowers and Administrative Agent and satisfactory to Administrative Agent, whereupon such Lender, assignee (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 the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the amount of Revolving Commitments hereunder shall be deemed amended to add the amount of the Revolving Commitment of such New Lender.
(eiii) Notwithstanding anything to the proposed Commitment Increasecontrary in this Section, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such no Lender shall have any obligation to increase its Revolving Commitment Increase, together with Lender Addendums unless it agrees to do so in its sole discretion and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increaseincrease in the Revolving Commitments pursuant to this Section, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date aggregate amount of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) Commitments shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)not exceed $175,000,000.
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 and at any time an increase in the aggregate for all such increases) Commitments of the Banks (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at by adding to this Agreement one or more additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more existing Banks to increase their respective Commitments; provided, however that (i) no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the option Total Committed Amount to exceed $3,000,000,000, (iii) no Bank’s Commitment shall be increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and absolute discretion), and (iv) if, on the effective date of such increase, any Term Benchmark Advances have been made, then the Borrower pursuant shall be obligated to delivery pay any breakage fees or costs in connection with the reallocation of such outstanding Term Benchmark Advances.
(b) Any Commitment Increase shall be requested by written notice from the Borrower of a proposed Commitment Increase to the Administrative Agent if each (a “Notice of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b”) no in the form of Exhibit F attached hereto. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretowhich date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) evidence of corporate authorization on the part amount of the Loan Parties with respect to such requested Commitment Increase, (iii) opinions the identity of counsel with respect each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks that are increasing their respective Commitments and the CI Banks from and after the Commitment Increase Effective Date (as defined below). If the Administrative Agent and each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment IncreaseIncrease (such consent not to be unreasonably withheld or delayed), (iv) amendments all such Persons shall execute a counterpart to the Security Documents in connection with Notice of Commitment Increase and such Commitment Increase, (v) Increase shall be effective on behalf the proposed effective date set forth in the Notice of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) Increase or on another date agreed to by the Administrative Agent and the Borrower and payable (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such Persons in connection with date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase and Effective Date, (viii) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each shall, by wire transfer of the Borrowerimmediately available funds, Lenders and Administrative Agent acknowledges and agrees that pay to each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anythen Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which have agreed amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment IncreaseSection 2.10, it may be the case that the outstanding Revolving Loans are not held pro rata ratably in accordance with the new Revolving Commitments. In order to remedy the foregoingrespective principal amounts thereof, on the effective date of the applicable Commitment Increaseprincipal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Term Benchmark Advances.
(d) For purposes of this Section 2.20 and Exhibit F, the Revolving Lenders following defined terms shall have the following meanings: (including, without limitation, any new Lendersi) shall make payments “New Funds Amount” means the amount equal to the Administrative Agent, and product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Total Committed Amount after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Advances as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date).; (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose Pro Rata Share
Appears in 1 contract
Commitment Increase. From time On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase shall not exceed the amount of the Commitment Increase). The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From (a) The Borrower Agent may at any time or from time to time after the Closing Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the amount of the Revolving Credit Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
); provided that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated exist after giving effect to increase its Revolving Commitment in connection with any Commitment Increase;
, (dii) all fees and expenses owing to the proposed Administrative Agent and the relevant Lenders in respect of such Commitment Increase shall have been consented paid, (iii) each Commitment Increase shall be on the same terms and conditions (including interest rate margins but excluding any upfront fees) as the applicable Revolving Credit Facility before giving effect thereto, (iv) each Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) below), (v) after giving effect to any and all of the Commitment Increases, the aggregate Facilities shall not exceed $400,000,000, and (vi) the aggregate Commitment Increases in writing respect of the Canadian Revolving Credit Facility shall not exceed $20,000,000. Each notice from the Borrower Agent pursuant to this Section 2.16 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be provided by each any existing Lender (if anyit being understood that no existing Lender will have an obligation to provide a portion of any Commitment Increase) who is increasing its Revolving Commitment and/or each or by any other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender Eligible Assignee. Commitments in respect of Commitment Increases shall become Revolving Credit Commitments (or in the case of a Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender's applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule 2.01 (with a joinder agreement in the case of any Eligible Assignee providing any portion of such Commitment Increases), executed by (x) the Administrative Agent and in the case of an Eligible Assignee, each applicable L/C Issuer and each applicable Swing Line Lender, the consent of each of which is not to be unreasonably withheld or delayed, (y) each Lender and Eligible Assignee agreeing to provide any portion of a Commitment Increase and (z) the Loan Parties, and reaffirmations of the Loan Documents executed by the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, 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 Borrowers, to effect the provisions of this Section 2.16. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment).
(b) Upon each increase in the U.S. Revolving Credit Commitments pursuant to this Section 2.16, (x) each U.S. Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each U.S. Revolving Credit Lender providing a portion of the Commitment Increase (each such Lendereach, for purposes of this Section 2.16(b), a “New Commitment Increase Lender”);
) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such U.S. Revolving Credit Lender's participations hereunder in outstanding U.S. Letters of Credit and U.S. Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (ei) participations hereunder in U.S. Letters of Credit and (ii) participations hereunder in U.S. Swing Line Loans held by each U.S. Revolving Credit Lender (including each such Commitment Increase Lender) will equal the proposed percentage of the aggregate U.S. Revolving Credit Commitments of all U.S. Revolving Credit Lenders represented by such U.S. Revolving Credit Lender's U.S. Revolving Credit Commitment Increaseand (y) if, together on the date of such increase, there are any U.S. Revolving Credit Loans outstanding, portions of such U.S. Revolving Credit Loans shall on the date of the effectiveness of such Commitment Increase be prepaid with any prior Commitment Increase, shall not exceed the proceeds of additional U.S. Revolving Credit Loans made by the Commitment Increase Cap; and
Lenders (f) such that after giving effect to such prepayment, the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part percentage of the Loan Parties with respect U.S. Revolving Credit Loans held by each U.S. Revolving Credit Lender will equal the percentage of the aggregate U.S. Revolving Credit Commitments of all U.S. Revolving Credit Lenders represented by such U.S. Revolving Credit Lender's U.S. Revolving Credit Commitment after giving effect to such Commitment Increase), (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to which prepayment shall be accompanied by accrued interest on the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower Loans being prepaid and any other amounts payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Section 3.05.
Appears in 1 contract
Sources: Credit Agreement (Nortek Inc)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “"Commitment Increase”") at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a "CI Lender"); provided, however that (ai) no Default or Event of Default shall exist or would result from have occurred which is continuing, no such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented cause the Commitments under this Agreement to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase$1,800,000,000, (iii) opinions of counsel with respect to no Lender's Commitment shall be increased without such Commitment IncreaseLender's prior written consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingEXECUTION COPY if, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit G attached hereto (a "Joinder Agreement").
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a "Notice of Commitment Increase") in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the "Commitment Increase Effective Date").
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender's New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) "New Funds Amount" means the amount equal to the product of a CI Lender's increased Commitment or a CI Lender's new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase)., times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on 20 Amended and Restated 5-Year Revolving Credit Agreement EXECUTION COPY
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (Pioneer Natural Resources Co)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”"COMMITMENT INCREASE CAP") such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 350,000,000 (any such increase, a “Commitment Increase”"COMMITMENT INCREASE") at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “"New Lender”");
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent (not to be unreasonably withheld or delayed), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if (each of the following conditions have been met:
a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $2,000,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment Increase, Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans.
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase).the
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $400,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase).41 753190870
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in clauses (b) and (c) of this Section 2.14, the Revolving Borrower may request that the amount of the aggregate Commitments be increased one or more times, in each case in a minimum amount of $10,000,000 or in integral multiples of $10,000,000 in excess thereof; provided that, the aggregate Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time not exceed $450,000,000 375,000,000. No Lender shall have any obligation to increase its Commitment.
(b) Each such increase shall be effective, without the consent of any such increase, a “Commitment Increase”Lender (other than any Lender increasing its Commitment) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of only upon the following conditions have been met:
being satisfied: (ai) no Default or Event of Default shall exist has occurred and is continuing at the time thereof or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocaused thereby, (ii) evidence of corporate authorization on either the part Lenders having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the Loan Parties with respect requested increase or other financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree to such Commitment Increasemake a Commitment, (iii) opinions of counsel with respect such Lenders and other financial institutions, if any, shall have executed and delivered to such the Administrative Agent a Commitment IncreaseIncrease Agreement or a New Lender Agreement, as applicable, and (iv) amendments to the Security Documents in connection with Borrower shall have delivered such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of authority for the satisfaction increase (including without limitation, certified resolutions of the conditions set forth in clauses (aapplicable board of directors of the General Partner authorizing such increase) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request.
(c) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Lender Agreement, pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Lender being added to this Agreement, a Note payable to such new Lender in the principal amount of the BorrowerCommitment of such Lender, Lenders and Administrative Agent acknowledges and agrees that for each Lender increasing its Commitment, a replacement Note payable to such Lender, in the principal amount of the increased Commitment Increase meeting the conditions set forth in this Section 2.20 of such Lender. Each such Note shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on dated the effective date of the applicable pertinent New Lender Agreement or Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments Increase Agreement. Upon execution and delivery to the Administrative AgentAgent of the Note and the execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Lender” hereunder with a Commitment as specified therein, or such existing Lender’s Commitment shall increase as specified therein, as the case may be, and the Administrative Agent agreesshall notify all Lenders of such addition or increase, upon receipt and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase.
(d) The decision to increase its Commitment hereunder shall be at the sole discretion of all each Lender. Any such paymentsincrease in the Commitment shall have the same guarantees as, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will and be held secured on a pari passu basis by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with Collateral securing the Pro Rate Percentages hereunder (after giving effect Commitment prior to the applicable Commitment Increase)such increase.
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $400,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in 744221928 paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Company shall have the right from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are satisfactory to the option Administrative Agent, each Issuing Bank and the Swingline Lender (each, a “New Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) both before and immediately after giving effect to such Commitment Increase, no Default or Event of Borrower Default shall have occurred and be continuing as of the effective date of such Commitment Increase (such date, the “Commitment Increase Date”), (ii) no such Commitment Increase shall be in an amount less than $10,000,000 (unless the total Commitments then in effect is greater than $1,990,000,000), (iii) after giving effect to such Commitment Increase, the total Commitments shall not exceed $2,000,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) the identity of each New Lender and any increase in the Commitment of an existing Lender pursuant to delivery any Commitment Increase is subject to the prior written consent of the Administrative Agent, each Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld or delayed).
(b) The Company shall provide the Administrative Agent with written notice from Borrower (a “Notice of a Commitment Increase”) of its intention to increase the Commitments pursuant to this Section 2.19. Each such Notice of Commitment Increase shall specify (i) the proposed Commitment Increase Date, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and/or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date.
(c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the Lenders (i) Revolving Loans, to the extent that there are any Revolving Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure and Swingline Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Revolving Loans and participation interests in outstanding LC Exposure and Swingline Exposure equal to its Applicable Percentage of the Commitments. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent if on the Commitment Increase Date. Each existing Lender shall be automatically deemed to have assigned any outstanding Revolving Loans on the Commitment Increase Date and the existing Lenders, each New Lender and the Borrowers each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the following conditions preceding sentences, including, without limitation, the execution and delivery of one or more joinder or similar agreements. If, on such Commitment Increase Date, any Revolving Loans that are Eurodollar Loans have been met:funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Revolving Loans to effectuate the provisions of this paragraph.
(ad) Each Commitment Increase shall become effective on its Commitment Increase Date and upon such effectiveness: (i) the Administrative Agent shall record in the register each then New Lender’s information as provided in the applicable Notice of Commitment Increase and pursuant to an Administrative Questionnaire that shall be executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 2.01 shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 2.01 shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 2.01, and (iii) each New Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement.
(e) As a condition precedent to any Commitment Increase, the Company shall deliver to the Administrative Agent (i) a certificate of a Responsible Officer of the Borrowers dated as of the Commitment Increase Date certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase and certifying that, before and after giving effect to such Commitment Increase, (A) the representations and warranties contained in this Agreement made by the Borrowers are true and correct on and as of the Commitment Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date and (B) no Default or Event of Default shall exists or will exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion as of the Commitment Increase Date, and (each such Lenderii) any legal opinions, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) certificates and/or other documents reasonably requested by the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such the Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (Murphy Oil Corp /De)
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in clauses (b) and (c) of this Section 2.14, the Revolving Borrower may request that the amount of the aggregate Commitments may be increased (but one or more times, in no event each case in excess a minimum amount of $50,000,000 in the aggregate for all 10,000,000 (or such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to lesser amount as the Administrative Agent if each approves) and in integral multiples of $5,000,000 (or such lesser amount as the Administrative Agent approves) in excess thereof; provided that, the aggregate Commitments may not exceed $1,700,000,000. No Lender shall have any obligation to increase its Commitment.
(b) Each such increase shall be effective, without the consent of any Lender (other than any Lender increasing its Commitment) only upon the following conditions have been met:
being satisfied: (ai) no Default or Event of Default shall exist has occurred and is continuing at the time thereof or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocaused thereby, (ii) evidence of corporate authorization on either the part Lenders having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the Loan Parties with respect requested increase and/or other financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree to such Commitment Increasemake a Commitment, (iii) opinions of counsel with respect such Lenders and other financial institutions, if any, shall have executed and delivered to such the Administrative Agent a Commitment IncreaseIncrease Agreement or a New Lender Agreement, as applicable, and (iv) amendments to the Security Documents in connection with Borrower shall have delivered such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of authority for the satisfaction increase (including without limitation, certified resolutions of the conditions set forth in clauses (aboard of directors or other governing body of the Ultimate General Partner authorizing such increase) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request.
(c) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Lender Agreement, pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Lender being added to this Agreement, a Note payable to such new Lender in the principal amount of the BorrowerCommitment of such Lender to the extent a Note is requested by such new Lender, Lenders and Administrative Agent acknowledges and agrees that for each Lender increasing its Commitment, a replacement Note payable to such Lender, in the principal amount of the increased Commitment Increase meeting of such Lender, to the conditions set forth in this Section 2.20 shall not require the consent of any extent such Lender other than those Lenders, has previously requested a Note. Each such Note (if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may ) shall be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on dated the effective date of the applicable pertinent New Lender Agreement or Commitment IncreaseIncrease Agreement. Upon execution and delivery to the Administrative Agent of the Notes, if applicable, and the Revolving Lenders execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a "Lender" hereunder with a Commitment as specified therein, or such existing Lender's Commitment shall increase as specified therein, as the case may be, and (includingi) any Lender increasing (or, without limitationin the case of any newly added Lender, any new providing) 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) shall , 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 Lender’s portion of the Administrative Agentoutstanding Advances of all the Lenders to equal its revised Pro Rata Share of such outstanding Advances, and the Administrative Agent agrees, upon receipt of all shall make such payments, to disburse such amounts other adjustments among the Lenders with respect to the Lenders so that after giving Advances 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 thereto such reallocation and (ii) the Revolving Loans will Borrower shall be held deemed to have repaid and reborrowed all outstanding Advances as of the date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Advances, with related Interest Periods if applicable, specified in a Notice of Borrowing delivered by the Revolving Lenders (includingBorrower, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder requirements of Section 2.02). The deemed payments made pursuant to clause (after giving effect ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each SOFR Advance, shall be subject to indemnification by the Borrower pursuant to the applicable provisions of Section 2.10 if the deemed payment occurs other than on the last day of the related Interest Period. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall notify all Lenders of such addition or increase, and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase, whereupon such revised Schedule 1.01(a) shall replace the then-existing Schedule 1.01(a) and become part of this Agreement.
(d) The decision to increase its Commitment Increase)hereunder shall be at the sole discretion of each Lender. Any such increase in any Lender’s Commitment shall have the same guarantees as, and be secured on a pari passu basis by the Collateral (if any) securing its Commitment prior to such increase.
Appears in 1 contract
Commitment Increase. From time to time after the Closing Date, Borrower may, at its option, seek to increase the Revolving total Commitments may be increased (but in no event in excess by up to an aggregate amount of $50,000,000 325,000 (resulting in the aggregate for all such increasesmaximum total Commitments of $32,500,000) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of upon prior written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each and LC Issuer, which notice shall specify the amount of the following conditions have been met:
(a) any such increase and shall certify that no Default or Event of Default shall exist or would result from has occurred and is continuing. After delivery of such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lendernotice, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent and LC Issuer or Borrower, in consultation with the Administrative Agent and LC Issuer, may 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 Lenders or entities reasonably acceptable to the Administrative Agent and LC Issuer. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and Borrower shall have received delivered to the Administrative Agent and LC Issuer a document in form and substance reasonably satisfactory to the Administrative Agent and LC Issuer pursuant to which (i) an agreement setting forth any such existing Lender agrees to the amount of its Commitment Increase, together with Lender Addendums and promissory notes with respect theretoincrease, (ii) evidence any such new Lender agrees to its Commitment amount and agrees to assume and accept the obligations and rights of corporate authorization on the part of the Loan Parties with respect to such Commitment Increasea Lender hereunder, (iii) opinions of counsel with respect to Borrower accepts such Commitment Increaseincremental Commitments, (iv) amendments to the Security Documents effective date of any increase in connection with such Commitment Increase, the Commitments is specified and (v) Borrower certifies that on behalf such date the conditions for a new loan set forth in Section 3.02 are satisfied. Upon the effectiveness of any increase in the total Commitments pursuant hereto, 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 and/or New Lender participating accepting a new or increased Commitment, of an interest in such Commitment Increaseeach then outstanding loan (in each case, payment of fees (if any) agreed to by Borrower on the terms and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (athe Assignment and Assumption) through (d) above Assignments pursuant to the preceding sentence shall be made in connection 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 2.18 be deemed prepayments of such Commitment Increaseloan. Any increase of the total Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent from Borrower of such supplemental opinions, in each case resolutions, certificates and other documents as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the No consent of any Lender (other than those Lenders, if any, which have agreed the Lenders agreeing to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving or increased Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments be required for any incremental Commitment provided or loan made pursuant to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)this Section 2.18.
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (Borrower shall have the right, without the consent of the Lenders, to cause, but in no event in excess of $50,000,000 not more than five times, an increase in the aggregate for all such increases) Tranche 1 Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Tranche 1 Lenders to increase their Tranche 1 Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;
(b) no Commitment Increase may shall be in an amount less than $10,000,000;
50,000,000, (ciii) no existing Lender shall be obligated after giving effect to increase its Revolving all such Commitment in connection with any Commitment Increase;
Increases, the sum of (dA) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion aggregate amount of the Commitment Increase Tranche 1 Commitments (each such Lenderwhether used or unused), a “New Lender”);
(eB) the proposed Commitment Increase, together with any prior Commitment Increaseaggregate amount of the unused Tranche 2 Commitments and (C) the aggregate outstanding principal amount of the Tranche 2 Loans, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase$3,000,000,000, (iv) amendments to the Security Documents no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in connection with such Commitment IncreaseLender’s sole and absolute discretion), (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such Commitment Increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Loans and (vi) prior to the Investment Grade Covenants Date and the release of all Liens on Collateral securing any Obligations, no Commitment Increase shall be permitted to the extent that, after giving effect thereto, the Borrower would be required to grant Liens to secure its obligations under any Existing Notes or any Permitted Refinancing Indebtedness in respect thereof.
(b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) substantially in the form of Exhibit B attached hereto of its intention to increase the Tranche 1 Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate amount of all such payments, to disburse such amounts to Commitment Increases does not exceed the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders amount set forth in subsection (including, without limitation, any new Lendersa)(iii) above), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).,
Appears in 1 contract
Commitment Increase. From time (i) The Company (on its own behalf or on behalf of the other Borrowers) may at any time, by notice to time after the Closing DateAdministrative Agent, propose that the Revolving aggregate amount of the Commitments may be increased (but a "Commitment Increase"), effective as of a date ------------------- (such date or such other date as agreed to by the Administrative Agent and the Company being the "Commitment Increase Date") that ------------------------ shall be (A) prior to the Commitment Termination Date and (B) at least 15 Business Days after the date of such notice; provided that:
(1) the Company may not propose more than one Commitment Increase during any period of 12 consecutive months;
(2) the minimum proposed Commitment Increase for each Commitment Increase Date shall be $100,000,000;
(3) in no event in excess of $50,000,000 in shall the aggregate for all such increases) (amount of the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no any time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:1,000,000,000; and
(a4) no Default or Event of Default shall exist or would result from has occurred and is continuing on such Commitment Increase;
(b) no Commitment Increase may Date. The Administrative Agent shall notify the Lenders promptly upon its receipt of any such notice. It shall be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated each Lender's sole discretion whether to increase its Revolving Commitment hereunder in connection with any a proposed Commitment Increase;
. No later than 10 Business Days after its receipt of the Company's notice, each Lender that is willing to increase its Commitment hereunder (dan "Increasing Lender") 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 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Administrative Agent shall promptly provide to the Company a copy of such Increasing Lender's notice. The Administrative Agent shall cooperate with the Company in discussions with the Lenders and Eligible Assignees with a view to arranging the proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition as Assuming Lenders of one or more Eligible Assignees acceptable to the Company, the Syndication Agent and the Administrative Agent and as parties to this Agreement, provided that (X) the minimum Commitment of each such Assuming Lender that becomes a party to this Agreement pursuant to this Section 2.05(c) shall have been consented to be $25,000,000 and (Y) any allocations of Commitments shall be determined by the Company (provided that allocations of increases in writing by Commitments among Increasing Lenders shall be based on the ratio of each existing Lender (Lender's proposed increased Commitment, if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed , to become a Lender in respect the aggregate of all or a portion of the existing Lenders' proposed increased Commitments). If agreement is reached prior to the Commitment Increase (each such Lender, a “New Lender”);
(e) Date with the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Increasing Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Assuming Lenders, if any, as to a Commitment Increase (the amount of which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be less than that specified in the applicable notice from the Company), the Company shall deliver, no later than one day prior to the Commitment Increase Date, a notice to the Administrative Agent (and 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 Commitments of such Increasing Lenders and such Assuming Lenders shall become or be, as the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingmay be, on the effective date as of the applicable Commitment Increase, Increase Date the Revolving Lenders (including, without limitation, any new Lenders) shall make payments amounts specified in the notice delivered by the Company to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).; provided that:
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, each Incremental Lender hereby agrees on a several and not joint basis to make the Revolving Incremental Commitments may be increased (but in no event in excess of $50,000,000 available to the Borrower in the aggregate for all principal amount set forth on Schedule I hereto opposite such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;Incremental Lender’s name.
(b) no Pursuant to Section 2.23 of the Credit Agreement, the Requested Increase documented hereby shall constitute a Commitment Increase may be in an amount less than $10,000,000;under the Credit Agreement.
(c) no existing Lender The Incremental Commitments (i) shall be obligated made pursuant to increase its Revolving Commitment (and constitute part of) the existing Commitments and (ii) shall be subject to the terms and conditions applicable to the existing Commitments as set forth in connection with any Commitment Increase;the Credit Agreement.
(d) Each party hereto acknowledges and agrees that on the proposed Commitment Increase First Amendment Effective Date (as defined below), (i) the Incremental Commitments shall have been consented be added to in writing by each (and constitute part of) the existing Lender Commitments and (if anyii) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) the Incremental Commitments shall constitute “Commitments” for all purposes under, and that has agreed subject to become a Lender in respect of all or a portion of the Commitment Increase (each such Lenderprovisions of, a “New Lender”);the Loan Documents.
(e) Each Additional Lender hereby acknowledges and agrees that following the proposed Commitment IncreaseFirst Amendment Effective Date it will be a “Lender” under the Credit Agreement and be bound by the terms, together with any prior Commitment Increase, shall not exceed conditions and obligations of the Commitment Increase Cap; andCredit Agreement.
(f) The parties hereto hereby acknowledge and agree that if on the Administrative Agent shall have received First Amendment Effective Date there are any Loans outstanding under the Credit Agreement, (i) an agreement setting forth the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such Commitment Increasethat, together with Lender Addendums and promissory notes with respect after giving effect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersthe Types and Interest Periods thereof) and such participations shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new including for such purposes the Incremental Lenders), pro rata ) ratably in accordance with their respective Commitments and (ii) on and after the Pro Rate Percentages hereunder (First Amendment Effective Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to the applicable Commitment Increase)Increase documented hereby.
Appears in 1 contract
Commitment Increase. From time (i) On any date on or prior to time after the Closing Termination Date, but no more than once in each calendar year, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in the and up to an aggregate amount for all such increases) (increases not more than the “Commitment Increase Cap”) such that sum of the aggregate Revolving amount of the Commitments shall at no time exceed on the date of such request plus $450,000,000 500,000,000 (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks and the Swing Line Lenders, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be based on the ratio of each Increasing Lender’s proposed Commitment amount after giving effect to such Commitment Increase to the aggregate amount of all Increasing Lenders’ proposed Commitment amounts after giving effect to such Commitment Increase, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts an agreement in form and substance satisfactory to the Lenders so Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects.
(iii) Upon the Revolving Loans will be effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Pro-Rata Advances (if any) in full, and shall simultaneously make new Pro-Rata Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Pro-Rata Advances are held ratably by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Pro-Rata Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Commitment Increase. From time to time after the Closing Effective Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 75,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 325,000,000 (any such increase, a “Commitment Increase”) at the option of the Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(ai) no Default or Event of Default shall exist or would result from such Commitment Increaseexist;
(bii) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(diii) the proposed Commitment Increase shall have has been consented to in writing by Administrative Agent, each existing Lender (if any) who is increasing its Revolving Commitment and/or each any other bank or financial institution (if any) that constitutes a permitted assignee under Section 11.04(b) acceptable to the Borrower and the Administrative Agent that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(eiv) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fv) the Administrative Agent shall have received (i) an agreement amendments to this Agreement and the Loan Documents, joinder agreements for any New Lender, and, if requested, promissory notes, agreements, documents and instruments reasonably satisfactory to Administrative Agent in its reasonable discretion evidencing and setting forth such the conditions of the Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 2.02(b) shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase and shall not constitute an amendment, modification or waiver subject to Section 9.02 and shall be effective as of the later of (i) the date specified in the Borrower’s notice of proposed Commitment Increase and (ii) the date upon which the foregoing conditions shall have been satisfied or waived by the Lenders which have agreed to increase their Commitments, or by the Required Lenders in the case of a waiver of an Event of Default, as applicable. The Administrative Agent shall notify the Borrower and each Lender of the effectiveness of any Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new New Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new New Lenders), pro rata in accordance with the Pro Rate Percentages Applicable Percentage hereunder (after giving effect to the applicable Commitment Increase). Notwithstanding the provisions of Section 9.04, the advances so made by each Revolving Lender whose Applicable Percentage has increased shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Revolving Lender or Revolving Lenders whose Applicable Percentage have decreased and shall not be considered an assignment for purposes of Section 9.04.
Appears in 1 contract
Commitment Increase. From time to time after the Closing Date, the Revolving Loan Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) 100,000,000 such that the aggregate Revolving Loan Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”735,000,000) at the option of Borrower the Borrowers pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(ai) no No Default or Event of Default shall exist or would result from such Commitment Increaseexist;
(bii) No more than one Commitment Increase may be made in any twelve-month period and no Commitment Increase may be in an amount less than $10,000,00050,000,000;
(ciii) Borrower Representative has forwarded to Agent a written offer (the "First Offer Requirement") to Lenders (which Agent shall promptly forward to each Lender) to provide the proposed Commitment Increase. Each existing Lender shall have the right, but no obligation, to provide such additional Revolving Loan Commitment pro rata in accordance with such existing Lender's Revolving Loan Commitment Percentage within fourteen (14) days following such notice and any portion of such requested Commitment Increase which is not provided by any such existing Lender shall be obligated available to increase its Revolving the other existing Lenders and shall be allocated among other existing Lenders as Agent may determine. If existing Lenders elect not to provide the entire Commitment in connection with increase, such remaining Commitment Increase may be provided by any Commitment Increaseadditional lending institution or institutions proposed by the Borrowers and which are approved by Agent and which becomes a party to this Agreement pursuant to documentation reasonably acceptable to Agent and prepared at the Borrowers' expense;
(div) the The proposed Commitment Increase shall have has been consented to in writing by each existing Lender (the Lenders whose increase in Revolving Loan Commitments, if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender , in respect of all or a portion of the aggregate equals such proposed Commitment Increase (each it being understood and agreed that no Revolving Loan Commitment of a Lender may be increased hereunder without such Lender, a “New Lender”'s written consent);
(ev) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fvi) the Administrative Agent shall have received (i) an agreement amendments to this Agreement and the Loan Documents, joinders, Revolving Notes, and all other agreements, fee letters, documents and instruments reasonably satisfactory to Agent in its sole discretion evidencing and setting forth such the conditions of the Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments .
1.1 to the Security Documents in connection with such Commitment Increase, (v) on behalf Agreement after the occurrence of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such a Qualifying Commitment Increase and (vi) evidence of to reflect the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require then current Revolving Loan Commitments without the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Lender.
Appears in 1 contract
Sources: Loan and Security Agreement (D & K Healthcare Resources Inc)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrower may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $250,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders744224964 existing Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect thereto the Revolving Loans will be held to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Revolving Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the 744224964 commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of Upon 15 days' advance written notice from the Borrower of a proposed Commitment Increase to the Administrative Agent if each Banks, and in increments of $2.5 million, up to $12.5 million of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such amount available under the Aggregate Revolving Credit Commitment Increase;
(b) no Commitment Increase may be in an converted to amounts available under the Employee Loan Commitment, and up to $12.5 million of the amount less available under the Employee Loan Commitment may similarly be converted to amounts available under the Aggregate Revolving Credit Commitment; provided, however, that such conversions may be implemented on no more than $10,000,000;
(c) no existing Lender two occasions during any fiscal year of the Borrower; and provided, further, that any Loans outstanding which would cause the applicable Commitment as a result of such conversions to be exceeded shall be obligated repaid in the amount of such excess before giving effect to any such conversions. Each increase its hereunder in the Employee Loan Commitment or the Aggregate Revolving Credit Commitment shall reduce, dollar for dollar, the amount available under the Aggregate Revolving Credit Commitment or the Employee Loan Commitment, respectively. The Revolving Credit Commitment and the Employee Loan Participation of each Bank shall be ratably increased or decreased, as appropriate, with each increase or decrease in connection with any the Aggregate Revolving Credit Commitment Increase;
(d) and the proposed Commitment Increase Employee Loan Commitment. At no time shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such the Aggregate Revolving Credit Commitment Increase, together with Lender Addendums and promissory notes with respect theretoexceed $107.5 million, (ii) evidence of corporate authorization on the part of the Employee Loan Parties with respect to such Commitment Increaseexceed $37.5 million, or (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence aggregate of the satisfaction of Total Commitments exceed $120 million. The Aggregate Revolving Credit Commitment in effect on the conditions set forth in clauses (a) through Maturity Date for Employees Loans, as such amount has been increased or decreased pursuant to this subsection (d) above ), shall continue in connection with such Commitment Increase, in each case effect as the Administrative Agent may reasonably request. Each of the BorrowerAggregate Revolving Credit Commitment thereafter, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with except as such proposed Commitment Increase. After giving effect to any Commitment Increase, it amount may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order reduced pursuant to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders subsection (including, without limitation, any new Lenderse) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)below.
Appears in 1 contract
Sources: Credit Agreement (Watson Wyatt & Co)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the 40 752938400 increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time (i) On any date prior to time after the Closing Termination Date, but no more than once in each calendar year, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in the and up to an aggregate amount for all such increases) (increases not more than the “Commitment Increase Cap”) such that sum of the aggregate Revolving amount of the Commitments shall at no time exceed on the date of such request plus $450,000,000 500,000,000 (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks and the Swing Line Lenders, (ii) the allocations of the Commitment Increase among the Increasing Lenders so that after giving effect thereto shall be based on the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (ratio of each Increasing Lender’s proposed Commitment amount after giving effect to such Commitment Increase to the applicable aggregate amount of all Increasing Lenders’ proposed Commitment amounts after giving effect to such Commitment Increase), and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
Appears in 1 contract
Sources: Credit Agreement Amendment (FirstEnergy Solutions Corp.)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $200,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase).41 753191373
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From (i) Subject to the terms and conditions set forth herein, the US Borrowers shall have the right, without the consent of the Lenders but with the prior approval of the US Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Aggregate US Tranche Commitments of the US Tranche Revolving Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the US Administrative Agent if or by allowing one or more existing US Tranche Revolving Lenders to increase their respective US Tranche Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (aA) no Default or Event of Default shall exist or would result from such Commitment Increase;
have occurred which is continuing, (b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(dB) the proposed Principal Amount outstanding on the date of such increase of all Term Loans shall not exceed $399,000,000, (C) the amount of such Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes be a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect multiple of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto$25,000,000, (iiD) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with no such Commitment Increase shall cause the Aggregate Revolving Commitments under this Agreement to exceed $250,000,000, (E) each CI Lender shall execute a joinder agreement (a “Joinder Agreement”) in the form of Exhibit H attached hereto, (F) no US Tranche Revolving Lender’s US Tranche Commitment shall be increased without such Lender’s prior written consent and (viG) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any US Tranche Loans have been funded, then the applicable US Borrowers shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Revolving Loans.
(ii) Any Commitment Increase shall be requested by written notice from the US Borrowers to the US Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit I attached hereto and shall be subject to the approval of the US Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (A) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the US Administrative Agent of such Notice of Commitment Increase, (B) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (i)(D) above), (C) the identity of each CI Lender hereunder, and (D) the amount of the respective US Tranche Commitment of the then existing US Tranche Revolving Lenders and the CI Lenders from and after the Commitment Increase Effective Date (including, without limitation, any new Lenders) as defined below). The US Administrative Agent shall make payments review each Notice of Commitment Increase and shall notify the US Borrowers whether or not the US Administrative Agent consents to the proposed Commitment Increase. If the US Administrative AgentAgent consents to such Commitment Increase (such consent not to be unreasonably withheld), the US Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent agrees, upon receipt of all consented to such paymentsCommitment Increase prior to such proposed date) or on another date agreed to by the US Administrative Agent and the US Borrowers (such date referred to as the “Commitment Increase Effective Date”).
(iii) On each Commitment Increase Effective Date, to disburse the extent that there are US Tranche Loans outstanding as of such amounts date, (A) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Lenders so that after giving effect thereto US Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute the Revolving US Tranche Loans will be held made by such CI Lender to the US Borrowers pursuant to this Agreement on such Commitment Increase Effective Date, (B) the US Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Revolving Lenders (includingUS Borrowers pursuant to Section 2.07, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding US Tranche Loans of such Reducing Percentage Lender, and (C) the US Borrowers shall be responsible to pay to each US Tranche Revolving Lender any breakage fees or costs in connection with the reallocation of any outstanding US Tranche Loans.
(iv) For purposes of this Section 2.03(f) and Exhibit I, the following defined terms shall have the following meanings: (A) ”New Funds Amount” means the amount equal to the product of (y) the difference of a CI Lender’s US Tranche Commitment after giving effect to the applicable Commitment Increase minus such CI Lender’s US Tranche Commitment immediately prior to giving effect to the Commitment Increase, if any, represented as a percentage of the Aggregate US Tranche Commitments, times (z) the aggregate principal amount of the outstanding US Tranche Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of US Tranche Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (B) ”Reducing Percentage Lender” means each then existing US Tranche Revolving Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective US Tranche Commitment as a result of the Commitment Increase and whose relative percentage of the Aggregate US Tranche Commitments shall be reduced after giving effect to such Commitment Increase; and (C) ”Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding US Tranche Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Universal Compression Inc)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) So long as no Default or Event of Default shall exist or would result has occurred and is continuing, the Borrower may request from such time to time, subject to the terms and conditions hereinafter set forth, that the aggregate amount of the Lenders' Commitments be increased (each a "Commitment Increase;"); provided, however, that no Lender's Commitment may ever be increased without its prior written consent. Any such request shall be made by written notice to the Administrative Agent; provided, however, that any such notice must be given no later than sixty (60) days prior to the Maturity Date.
(b) no Each such notice (a "Notice of Commitment Increase may Increase") shall be in an amount less than $10,000,000;the form of Exhibit C and specify therein:
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed effective date of such Commitment Increase, which date (the requested "Commitment Increase Effective Date") shall have been consented be no earlier than two (2) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase; and
(ii) the amount of the requested Commitment Increase; provided, however, that (A) such increase must be at least $10,000,000 and (B) after giving effect to in writing by such requested Commitment Increase, the aggregate amount of all requested Commitment Increases shall not exceed $50,000,000 and the aggregate amount of the Lenders' Commitments shall not exceed $250,000,000; and
(iii) the identity of each existing Lender (if any) who is increasing its Revolving Commitment and/or each other financial institution (if any) that constitutes not already a permitted assignee under Section 11.04(b) and that Lender, which has agreed with the Borrower to become a Lender in respect of all or a portion of the to effect such Commitment Increase (each such financial institution shall be reasonably acceptable to the Administrative Agent and each such financial institution being a "CI Lender, a “New Lender”");
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fiv) the amount of the respective Commitments of the then existing Lenders and such CI Lenders from and after the effective date of such Commitment Increase.
(c) On each Commitment Increase Effective Date, so long as no Default or Event of Default has occurred and is continuing and to the extent there are Loans outstanding as of such date:
(i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender's New Funds Amount for the applicable Commitment Increase Effective Date, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date; and
(ii) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increaseshall, together with by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with its Reduction Amount for such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anyEffective Date, which have agreed amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment IncreaseSection 2.11, it may be the case that the outstanding Revolving Loans are not held pro rata ratably in accordance with the new Revolving Commitments. In order to remedy the foregoingrespective principal amounts thereof, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt principal amounts of all then outstanding Loans of such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Reducing Percentage Lender.
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent and each Issuing Bank, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $1,500,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment IncreaseLender’s prior written consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded or any LC Exposure exists, then (a) the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, (b) all conditions to the obligation of any Lender to make a Loan on such date shall have been satisfied, (c) all Loans and participations in the LC Exposure (including participations retained by the applicable Issuing Banks in their capacity as Lenders) shall be fully reallocated on a prorata basis among, and such reallocation shall be agreed to and accepted by, all Lenders (such prorata reallocation to be determined immediately after such increase) and (d) the Borrower shall pay all accrued and unpaid interest on all amounts reallocated to a CI Lender, and (v) each CI Lender that is not already a Lender hereunder shall execute a joinder agreement in the form of Exhibit F attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld) and if each Issuing Bank approves such Commitment Increase, without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.10, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to (x) a CI Lender’s increase in Commitment or a CI Lender’s new Commitment (as applicable) times (y) the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the applicable Commitment Increase on such Commitment Increase Effective Date) divided by (z) the aggregate Commitments after giving effect to the Commitment Increase); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means, with respect to any Reducing Percentage Lender, the amount equal to (x) the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date) times (y) the amount (expressed as a decimal) by which such Reducing Percentage Lender’s Applicable Percentage immediately prior to such increase exceeds such Reducing Percentage Lender’s Applicable Percentage after giving effect to the Commitment Increase.
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in Section 2.10(b), the Revolving Borrowers may increase the total Commitments may be increased then in effect without the prior written consent of the Lenders by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender (but in no event in excess of $50,000,000 an “Additional Lender”).
(b) The increase in the aggregate for all such increases) total Commitments shall be subject to the following additional conditions:
(the “Commitment Increase Cap”i) such that the aggregate Revolving Commitments increase shall at no time not exceed $450,000,000 200,000,000 and the total Commitments after such increase shall not exceed the least of (any A) $500,000,000, (B) twenty percent (20%) of the Parent Guarantor’s Consolidated Net Tangible Assets as of the last day of the fiscal quarter immediately preceding such increaseincrease for which the most recent internal financial statements are available, a “plus $25,000,000, and (C) the amount permitted by the Indentures;
(ii) if the Borrowers elect to increase the total Commitments by increasing the Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase Lender, the Borrowers and such Lender shall execute and deliver to the Administrative Agent if each a certificate substantially in the form of the following conditions have been met:
Exhibit H-1 (a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no a “Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New LenderCertificate”);
(eiii) if the proposed Commitment IncreaseBorrowers elect to increase the total Commitments by causing an Additional Lender to become a party to this Agreement, then the Borrowers and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrowers shall, if requested by the Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent, the Swing Line Lender and the Issuing Lender;
(iv) no Default shall have occurred and be continuing at the effective date of such increase;
(v) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any prior Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrowers pay compensation required by Section 5.02;
(vi) no Lender’s Commitment may be increased without the consent of such Lender;
(vii) no increase shall be less than $25,000,000 and shall be in a whole multiple of $5,000,000 in excess thereof;
(viii) the Borrowers shall remain in compliance with Section 8.16 as of such date after giving effect to the Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fix) an Appraisal satisfactory to Administrative Agent shall have been obtained not more than 120 days prior to the effectiveness of such Commitment Increase with respect to those vessels being added as Vessel Collateral and the Administrative Agent shall have received (i) an agreement setting forth be satisfied that new or amended security instruments create first priority, perfected Liens on such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect additional Vessel Collateral subject only to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents Excepted Liens identified in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses clause (a) through (c) of Section 9.03.
(c) Subject to acceptance and recording thereof pursuant to Section 2.10(d), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrowers have paid compensation required by Section 5.02): (A) the amount of the total Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, such Lender or such Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments.
(d) above Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrowers and the Lender or the Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in connection with Section 2.10 (b), the Administrative Questionnaire referred to in Section 2.10(b), if applicable, the written consent which will not be unreasonably withheld of the Administrative Agent, the Swing Line Lender and the Issuing Lender to such Commitment Increaseincrease required by Section 2.10(b) and the Additional Lender, in each case if applicable, and such other certificates, opinions and documents as the Administrative Agent may reasonably request. Each of , the Borrower, Lenders and Administrative Agent acknowledges and agrees that each shall accept such Commitment Increase meeting Certificate or Additional Lender Certificate and record the conditions set forth information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the total Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.20 2.10(d). The Administrative Agent shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date promptly provide a copy of the applicable Commitment Increaseupdated Annex I, or a copy of the Revolving Lenders (includingupdated Register, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Parent Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Hornbeck Offshore Services Inc /La)
Commitment Increase. From At any time (x) prior to time after the Closing DateTermination Date (but not more than once in any calendar year) in the case of the Revolving Credit Commitments or (y) on or prior to May 1, 2006 in the case of the Term Commitments, in each case, if no Default shall have occurred and be continuing at such time, the Borrower may, if it so elects, increase the aggregate amount of the Revolving Credit Commitments or Term Commitments (each, a “Commitment Increase”), either by designating a Person not theretofore a Lender and acceptable to the Agent and, in the case of a Commitment Increase of the Revolving Credit Facility, each Issuing Bank (such acceptance not to be unreasonably withheld), (each such Person, an “Assuming Lender”) to become a Lender or by agreeing with an existing Lender that such Lender’s Revolving Credit Commitment or Term Commitment, as the case may be, shall be increased (but in no event in excess of $50,000,000 in each such Lender, an “Increasing Lender”). Upon execution and delivery by the aggregate for all such increases) Borrower and each Increasing Lender or Assuming Lender (the “Commitment Increase CapDate”) of an instrument of assumption in form and amount reasonably satisfactory to the Agent and each Issuing Bank (each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment or Term Commitment as therein set forth or such Assuming Lender shall become a Lender with a Revolving Credit Commitment or Term Commitment as therein set forth and all the rights and obligations of a Lender with a Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such increase to the Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least $10,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Revolving Credit Commitments shall at no time exceed $450,000,000 300,000,000, (any such increase, a “Commitment Increase”iv) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each aggregate amount of the following conditions have been met:
Term Commitments shall at no time exceed $300,000,000 and (a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(dv) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received on or before such date (iA) an agreement setting forth such either (1) certified copies of resolutions of the Board of Directors of the Borrower evidencing the ability of the Borrower to effect the Commitment Increase or (2) a certificate from secretary of the Borrower stating that the resolutions of the Board of Directors of the Borrower that were delivered to the Agent pursuant to Section 3.01(g)(ii), which resolutions authorize the Borrower to effect the Commitment Increase, together have not been amended, modified, rescinded or revoked since the date they were adopted and continue to be in full force and effect and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibit F hereto with Lender Addendums such modifications as are reasonably acceptable to the Required Lenders. Upon any increase in the aggregate amount of the Revolving Credit Commitments or Term Commitments pursuant to this Section 2.18, within five Business Days in the case of the Base Rate Advances outstanding, and promissory notes at the end of the then current Interest Period with respect thereto, (ii) evidence of corporate authorization on thereto in the part case of the Loan Parties with respect to such Commitment IncreaseAdvances comprising each Eurodollar Rate Borrowing then outstanding (but in any event within 45 days), (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of respective Advances under the applicable Commitment Increase, Facility shall be reallocated among the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Appropriate Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (includingthat, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to such reallocation, the applicable Commitment Increase)Advances comprising each Borrowing under such Facility and continuing into the subsequent Interest Period are funded by the Appropriate Lenders ratably according to their respective Commitments under such Facility on such day. Each Lender agrees that the conditions precedent set forth in Section 3.02 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.18.
Appears in 1 contract
Sources: Credit Agreement (Telecomunicaciones De Puerto Rico Inc)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in the aggregate for any such increase but not more than $500,000,000 for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the option time agree, in the case of Borrower any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with FET, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to delivery this subsection (b) plus the Commitments of written the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice from Borrower of a any proposed Commitment Increase pursuant to this Section 2.05(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent if signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the following conditions have been met:
Advance(s) to be made by each such Lender described in paragraph (aiii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Default or Event of Default shall exist has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or would result from such Commitment Increase;
in the case of any representation or warranty already qualified by materiality, true and correct in all respects), and (bD) no Commitment Increase may be in receipt by the Administrative Agent of a certificate of the Secretary or an amount less than $10,000,000;
(c) no existing Lender shall be obligated Assistant Secretary of FET and each other Borrower, if any, electing to increase its Revolving Commitment Borrower Sublimit in connection with any Commitment Increase;
(d) the proposed such Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lendercertifying, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or similar governing body), or appropriate committee thereof, of FET and such Commitment Increase, (iii) opinions of counsel with respect other Borrower electing to such Commitment Increase, (iv) amendments to the Security Documents increase its Borrower Sublimit in connection with such Commitment Increase, approving, in the case of FET, such Commitment Increase and, in the case of such other Borrower, such increase in its Borrower Sublimit and (v2) on behalf all governmental and regulatory authorizations and approvals required to be obtained by FET and such other Borrower for such Commitment Increase or increase in the applicable Borrower Sublimit, as the case may be.
(iii) Upon the effective date of each existing Lender and/or New Lender participating in such any Commitment Increase, payment of fees the Borrowers shall prepay the outstanding Advances (if any) agreed to by Borrower in full, and payable shall simultaneously make new Advances hereunder in an amount equal to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increaseprepayment, in each case as the Administrative Agent may reasonably request. Each of the Borrowerso that, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increasethereto, it may be the case that Advances are held ratably by the outstanding Revolving Loans are not held pro rata Lenders in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.11.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrower may increase the aggregate amount of the Commitments may be increased (by an amount not less than $5,000,000 for any such increase but in no event in excess of not more than $50,000,000 in (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with the Borrower, and (iii) the 41 amount of the Commitment of each Additional Lender shall not be less than $3,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(i) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect thereto the Revolving Loans will be held to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Revolving Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase.
(ii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iii) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time The Borrower may, not more than once in any year, by not less than 10 Business Days written notice to time after the Closing DateAdministrative Agent (or such shorter notice period as the Administrative Agent may agree in its sole discretion), request that the aggregate amount of the Revolving Credit Commitments may be increased (but in no event in excess by a minimum amount equal to $100,000,000 or an integral multiple of $50,000,000 in excess thereof (each a "Commitment Increase"), to be effective as of a date that is at least 90 days prior to the aggregate for all such increases) scheduled Termination Date then in effect (the “Commitment "Increase Cap”Date") as specified in the related notice to the Administrative Agent; provided, however, that no Event of Default or Default shall have occurred and be continuing as of the date of such request or as of the applicable Increase Date, or shall occur as a result thereof and, provided, further, that the aggregate Revolving Commitments shall at no time shall the total aggregate Revolving Credit Commitments hereunder exceed $450,000,000 (any such increase, 1,000,000,000. The Administrative Agent shall promptly notify the Lenders of a “request by the Borrower for the Commitment Increase”) at , which notice shall include the option proposed amount of Borrower pursuant to delivery of written notice from Borrower of a proposed the Commitment Increase and the date by which Lenders willing to participate in the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be must commit to an increase in an the amount less than $10,000,000;
of their respective Revolving Credit Commitments (c) no existing the "Commitment Date"). Each Lender shall be obligated that is willing to increase its Revolving Commitment participate in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each an "Increasing Lender") shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. The Administrative Agent may, in its sole discretion, also extend offers to one or more Eligible Assignees to participate in any portion of the Commitment Increase; provided, however, that the Revolving Credit Commitment of each such LenderEligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (or such lesser amounts as may be necessary to cause the aggregate increase to equal the Commitment Increase). If the Increasing Lenders and such Eligible Assignees notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Credit Commitments or become Lenders hereunder, a “New Lender”);
(e) as the proposed case may be, so that the aggregate Revolving Credit Commitments shall equal or exceed the amount of the Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Capshall be allocated among the Increasing Lenders and Eligible Assignees (if any) willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent and the Administrative Agent shall notify the Increasing Lenders and such Eligible Assignees, of the final aggregate amount of the Commitment Increase and the allocations of the Commitment Increase among the Increasing Lenders and such Eligible Assignees. On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee, an "Assuming Lender") shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; and
(f) provided, however, that the Administrative Agent shall have received (i) an agreement setting forth on or before such Commitment IncreaseIncrease Date the following, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence each dated such date: certified copies of corporate authorization on the part resolutions of the Loan Parties with respect to Board of Directors of the Borrower or the Executive Committee of such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to Board approving the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and the corresponding modifications to this Agreement, (viB) evidence a certificate of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasea Responsible Officer, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders certifying that before and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase, (x) the representations and warranties contained in Article IV and the other Loan Documents are correct in all material respects on and as of the Increase Date, other than any such representations and warranties that, by their terms refer to a specific date other than the Increase Date, in which case as of such specific date and (y) no Default exists and (C) an opinion of counsel for the Borrower (which may be in-house counsel) in form and substance reasonably satisfactory to the Administrative Agent; an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Assuming Lender, the Borrower and the Administrative Agent (each an "Assumption Agreement"), duly executed by such Assuming Lender, the Administrative Agent, Issuing Bank, Swing Line Bank and the Borrower; and confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment in a writing satisfactory to the Borrower and the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Caremark Rx Inc)
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (Borrower shall have the right, without the consent of the Lenders, to cause, but in no event in excess of $50,000,000 more than five times, an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $50,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $1,500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date (as defined below).
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
Appears in 1 contract
Commitment Increase. From time (a) Notwithstanding anything to time after the Closing Datecontrary contained in this Agreement, in connection with any LTV Recalculation, the Revolving Borrower may request an increase to the Commitments may be increased in accordance with this Section 2.13 (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, shall be referred to herein as a “Commitment Increase”). The Borrower may request one or more Commitment Increases, and the Borrower and the Administrative Agent shall determine the amount of such Commitment Increase, acting reasonably and in good faith; provided that the consent of the Administrative Agent (in its sole discretion) at the option of Borrower and each Lender increasing its Commitments pursuant to delivery of written notice from this Section 2.13 (each, an “Increasing Lender”) shall be required for any such Commitment Increase.
(b) The following are conditions precedent to any such Commitment Increase:
(1) the Borrower of a proposed Commitment Increase shall have delivered to the Administrative Agent if each a written request to increase the Commitments at least 30 days prior to the date of effectiveness of such Commitment Increase (a “Commitment Increase Request”), (2) upon receipt of such Commitment Increase Request, the Administrative Agent shall have the right (but not the obligation) to make all or a portion of the requested Commitment Increase available to any or all of the then-existing Lenders and (3) after the earliest to occur of (x) the Administrative Agent notifying the Borrower of the aggregate principal amount of the Commitment Increase that the then-existing Lenders have collectively agreed to provide, (y) the Administrative Agent notifying the Borrower that it is declining to exercise the right of offer described in the preceding clause (2) and (z) 10 Business Days following conditions have been met:the Administrative Agent’s receipt of the notice described in the preceding subclause (1), the Borrower may request that any or all of the then-existing Lenders and/or any other Persons (provided that any such Person shall be an Eligible Assignee) provide the remaining amount of Commitment Increase requested by the Borrower;
(aii) the Borrower shall have executed a replacement Note if requested by any Increasing Lender;
(iii) the Borrower shall have paid to the Administrative Agent any fee in an amount to be agreed by the Borrower and the Increasing Lenders on the amount of the Commitment Increase;
(iv) as of the effective date of any Commitment Increase and immediately after giving effect thereto, the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents are true and correct in all material respects on and as of such date with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date); provided that if any such representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth above shall be disregarded for the purposes of this condition;
(v) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may have occurred and be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) continuing on the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of date on which the Commitment Increase (each such Lender, a “New Lender”);
(e) Request is delivered or immediately after giving effect to the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fvi) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part satisfaction of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents Rating Condition in connection with such Commitment Increase. For the avoidance of doubt, (v) any Commitment Increase will be on behalf the same terms as contained herein. No Lender will be required to commit, nor shall any Lender have any preemptive right, to provide any portion of each existing Lender and/or New Lender participating in such any Commitment Increase, payment of fees (if any) agreed . The Borrower shall not have an obligation to by Borrower and payable approach any Lender to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such provide any Commitment Increase, in each case as .
(c) If the Administrative Agent may deems it advisable in its reasonable discretion, the Loan Parties and the Lenders shall execute (i) an amendment to this Agreement, in form and substance reasonably request. Each of acceptable to the BorrowerAdministrative, Lenders and Administrative Agent acknowledges and agrees that each to document a Commitment Increase meeting the conditions set forth in pursuant to this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)2.13.
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrower may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $250,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect thereto the Revolving Loans will be held to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Revolving Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase.
(iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.
(iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $1,500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks and the Swing Line Lenders, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase shall not exceed the amount of the Commitment Increase). The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below,
Appears in 1 contract
Sources: Credit Agreement
Commitment Increase. From time (a) Subject to time the terms and conditions set forth herein, after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 Lead Borrower shall have the right to request, by written notice to the Agent, an increase in the aggregate for all such increases) Commitments (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at in an aggregate amount not to exceed $50,000,000; provided that (a) such Commitment Increase is permitted under the option 7.875% Senior Notes Indenture and (b) any Commitment Increase shall be in a minimum aggregate amount of Borrower $10,000,000.
(b) Each notice submitted pursuant to delivery this Section 2.15 (a “Commitment Increase Notice”) requesting a Commitment Increase shall specify (i) the date on which the Lead Borrower proposes that the Commitment Increase shall be effective, which shall be a date not less than five Business Days (or such shorter period as may be agreed to by the Agent) after the date on which such notice is delivered to the Agent, (ii) the amount of written notice from the Commitment Increase being requested, (iii) the identity of each Person proposed to become an Increase Loan Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Commitment Increase may elect or decline, in its sole discretion, to provide such Commitment Increase and (B) any Person that the Lead Borrower proposes to be an Increase Loan Lender, if such Person is not then a Lender, must be an Eligible Transferee and, if such consent would then be required pursuant to the definition of Eligible Transferee for an assignment to such Person of a proposed Commitment or Loan, shall be subject to the written consent of the Agent, the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) and (iv) in no event shall a Defaulting Lender be entitled to participate in such Commitment Increase. In the event that any Lender or other Person agrees to participate in any Commitment Increase (each an “Increase Loan Lender”), such Commitment Increase shall become effective on such date as shall be mutually agreed upon by the Increase Loan Lenders and the Lead Borrower, which date shall be as soon as practicable after the date of receipt of the Commitment Increase Notice (such date, the “Increase Date”); provided that the establishment of such Commitment Increase shall be subject to the Administrative Agent if satisfaction of each of the following conditions have been met:
conditions: (a1) no Default or Event of Default shall exist exists and is continuing or would result from exist after giving effect thereto; (2) each of the representations and warranties made by any Loan Party set forth in Section 8 hereof or in any other Loan Document shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the date of such Commitment Increase;
Increase 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 earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such date (bwithout duplication of any materiality standard set forth in any such representation or warranty); (3) no other than with respect to such Increase Loan Lenders that are Lenders prior to the applicable Increase Date, the Commitment Increase shall be effected pursuant to one or more joinder agreements executed and delivered by the Lead Borrower, the Agent, and the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Lead Borrower, the Agent, and the Increase Loan Lenders; (4) Loan Parties shall execute and deliver or cause to be executed and delivered to the Agent such amendments to the Loan Documents, legal opinions and other documents as the Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be reasonably satisfactory to the Agent; and (5) the Borrowers shall have paid to the Agent and the Lenders such additional fees as may be agreed to be paid by the Borrowers in an amount less than $10,000,000;connection therewith.
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) On the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect Date, upon fulfillment of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 2.15, (i) the Agent shall not require effect a settlement of all outstanding Loans among the Lenders that will reflect the adjustments to the Commitments of the Lenders as a result of the Commitment Increase, (ii) the Agent shall notify the Lenders and Loan Parties of the occurrence of the Commitment Increase to be effected on the Increase Date, (iii) Schedule 2.01 shall be deemed modified to reflect the revised Commitments of the affected Lenders and (iv) Notes will be issued, at the expense of the Borrowers, to any Lender participating in the Commitment Increase and requesting a Note.
(d) The terms and provisions of the Commitment Increase shall be identical to the Loans and the Commitments, after giving effect to any amendments thereto, and, for purposes of this Agreement and the other Loan Documents, all Loans made under the Commitment Increase shall be deemed to be Loans. Without limiting the generality of the foregoing, (i) the rate of interest applicable to the Commitment Increase shall be the same as the rate of interest applicable to the existing Loans, (ii) unused line fees applicable to the Commitment Increase shall be calculated using the same Applicable Unused Line Fee Percentage applicable to the existing Loans, (iii) the Commitment Increase shall share ratably in any mandatory prepayments of the Loans, (iv) after giving effect to such Commitment Increases, Commitments shall be reduced based on each Lender’s Pro Rata Share, (v) the Commitment Increase shall rank pari passu in right of payment and security with the existing Loans and shall be secured by the same Collateral as the existing Loans, and (vi) the Commitment Increase shall be guaranteed to the same extent and by the same Guarantors as the existing Loans; provided that (A) if the Lead Borrower determines to increase the interest rate (including by increasing interest margins or introducing benchmark rate floors) or fees payable in respect of such Commitment Increase or Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the existing Commitments or Loans and other extensions of credit made thereunder, as applicable, shall be increased, in the same manner, to equal such interest rate or fees payable in respect of such Commitment Increase or Loans and other extensions of credit made thereunder, as the case may be, and (B) the Borrowers, at the Lead Borrower’s election, may pay any upfront fees or closing fees in connection with any Commitment Increase without being required to pay such fees in connection with the existing Commitments or Loans. Each joinder agreement and any amendment to any Loan Document requested by the Agent in connection with the establishment of the Commitment Increase may, without the consent of any Lender other than those of the Lenders, if any, which have agreed effect such amendments to increase their Revolving Commitments in connection with such proposed this Agreement (an “Incremental Commitment Increase. After giving effect to any Commitment Increase, it Agreement”) and the other Loan Documents as may be reasonably necessary or appropriate, in the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date opinion of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, Agent and the Administrative Agent agrees, upon receipt of all such paymentsLead Borrower, to disburse such amounts to effect the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)provisions of this Section 2.15.
Appears in 1 contract
Sources: Credit Agreement (Chiquita Brands International Inc)
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in Section 2.10(b), the Revolving Borrower may increase the total Commitments may be increased then in effect without the prior written consent of the Lenders by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender (but in no event in excess of $50,000,000 an “Additional Lender”).
(b) The increase in the aggregate for all such increases) total Commitments shall be subject to the following additional conditions:
(the “Commitment Increase Cap”i) such that the aggregate Revolving Commitments increase shall at no time not exceed $450,000,000 200,000,000 and the total Commitments after such increase shall not exceed the least of (any A) $500,000,000, (B) twenty percent (20%) of the Parent Guarantor’s Consolidated Net Tangible Assets as of the last day of the fiscal quarter immediately preceding such increaseincrease for which the most recent internal financial statements are available, a “plus $25,000,000, and (C) the amount permitted by the Indentures;
(ii) if the Borrower elects to increase the total Commitments by increasing the Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase Lender, the Borrower and such Lender shall execute and deliver to the Administrative Agent if each a certificate substantially in the form of the following conditions have been met:
Exhibit H-1 (a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no a “Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New LenderCertificate”);
(eiii) if the proposed Commitment IncreaseBorrower elects to increase the total Commitments by causing an Additional Lender to become a party to this Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrower shall, if requested by the Additional Lender, deliver a Note payable to such Additional Lender or its registered assigns in a principal amount equal to its Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent, the Swing Line Lender and the Issuing Lender;
(iv) no Default shall have occurred and be continuing at the effective date of such increase;
(v) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any prior Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02;
(vi) no Lender’s Commitment may be increased without the consent of such Lender;
(vii) no increase shall be less than $25,000,000 and shall be in a whole multiple of $5,000,000 in excess thereof;
(viii) the Borrower shall remain in compliance with Section 8.16 as of such date after giving effect to the Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fix) an Appraisal satisfactory to Administrative Agent shall have been obtained not more than 120 days prior to the effectiveness of such Commitment Increase with respect to those vessels being added as Vessel Collateral and the Administrative Agent shall have received (i) an agreement setting forth be satisfied that new or amended security instruments create first priority, perfected Liens on such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect additional Vessel Collateral subject only to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents Excepted Liens identified in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses clause (a) through (c) of Section 9.03.
(c) Subject to acceptance and recording thereof pursuant to Section 2.10(d), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the total Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, such Lender or such Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments.
(d) above Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in connection with Section 2.10(b), the Administrative Questionnaire referred to in Section 2.10(b), if applicable, the written consent which will not be unreasonably withheld of the Administrative Agent, the Swing Line Lender and the Issuing Lender to such Commitment Increaseincrease required by Section 2.10(b) and the Additional Lender, in each case if applicable, and such other certificates, opinions and documents as the Administrative Agent may reasonably request. Each of , the Borrower, Lenders and Administrative Agent acknowledges and agrees that each shall accept such Commitment Increase meeting Certificate or Additional Lender Certificate and record the conditions set forth information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the total Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase2.10(d).
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Sources: Credit Agreement (Hornbeck Offshore Services Inc /La)
Commitment Increase. From At any time to time on or after the Closing Date, EWI may, on written notice to the Administrative Agent, increase the Multi-Currency Revolving Commitments may be increased (but in no event in excess of $50,000,000 in and/or the aggregate for all such increases) USD Revolving Commitments (the “Commitment Increase CapIncrease”); provided that:
(i) such that the aggregate Revolving Commitments amount of loans and commitments for all Commitment Increases after the Closing Date hereunder shall at not exceed Five Hundred Million Dollars ($500,000,000);
(ii) (A) no time exceed $450,000,000 Default shall exist immediately before or immediately after giving effect thereto, (B) the Credit Parties shall be in compliance with the financial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis, (C) the representations and warranties of each Credit Party contained in Article VI shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) on and as of the date of such increase, a “Commitment Increase”, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) at as of such earlier date, and except that for purposes of this Section 2.01(d), the option representations and warranties contained in subsections (a) and (b) of Borrower Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to delivery clauses (a) and (b), respectively, of written notice from Borrower of a proposed Section 7.01, and (D) the Credit Parties shall demonstrate compliance with the sizing condition for the Commitment Increase in clause (i) hereinabove;
(iii) EWI will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the Commitment Increase and demonstrating compliance with the financial covenants hereunder after giving effect to the Commitment Increase, and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent if each of and the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Lenders providing the commitments for the Commitment Increase;
(biv) no lenders providing loans and commitments for such Commitment Increase may be in an amount less than $10,000,000;will provide a Lender Joinder Agreement which shall specify, inter alia, the applicable Tranche of Loans of Commitments and such other agreements reasonably acceptable to the Administrative Agent; and
(cv) no existing Lender upfront and/or arrangement fees, if any, in respect of the new commitments or loans so established, shall be obligated to increase its Revolving Commitment in paid. In connection with any Commitment Increase;
, (dA) none of the proposed Lenders or their affiliates shall have any obligation to provide commitments or loans for any Commitment Increase shall have been consented to in writing by each existing Lender without their prior written approval, (if anyB) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) neither the Administrative Agent nor any Arranger shall have received (i) an agreement setting forth any responsibility for arranging any such Commitment Increase, together with Lender Addendums additional commitments without their prior written consent and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect subject to such Commitment Increaseconditions, (iii) opinions of counsel with respect to such Commitment Increaseincluding fee arrangements, (iv) amendments to the Security Documents as they may provide in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase therewith and (viC) evidence of Schedule 2.01 will be deemed to be revised to reflect the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anyLoans, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After and pro rata shares after giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
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Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 and at any time an increase in the aggregate for all such increases) Commitments of the Banks (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at by adding to this Agreement one or more additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more existing Banks to increase their respective Commitments; provided, however that (i) no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the option Total Committed Amount to exceed $4,000,000,000, (iii) no Bank’s Commitment shall be increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and absolute discretion), and (iv) if, on the effective date of such increase, any Term Benchmark Advances have been made, then the Borrower pursuant shall be obligated to delivery pay any breakage fees or costs in connection with the reallocation of such outstanding Term Benchmark Advances.
(b) Any Commitment Increase shall be requested by written notice from the Borrower of a proposed Commitment Increase to the Administrative Agent if each (a “Notice of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b”) no in the form of Exhibit F attached hereto. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretowhich date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) evidence of corporate authorization on the part amount of the Loan Parties with respect to such requested Commitment Increase, (iii) opinions the identity of counsel with respect each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks that are increasing their respective Commitments and the CI Banks from and after the Commitment Increase Effective Date (as defined below). If the Administrative Agent and each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment IncreaseIncrease (such consent not to be unreasonably withheld or delayed), (iv) amendments all such Persons shall execute a counterpart to the Security Documents in connection with Notice of Commitment Increase and such Commitment Increase, (v) Increase shall be effective on behalf the proposed effective date set forth in the Notice of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) Increase or on another date agreed to by the Administrative Agent and the Borrower and payable (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such Persons in connection with date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase and Effective Date, (viii) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each shall, by wire transfer of the Borrowerimmediately available funds, Lenders and Administrative Agent acknowledges and agrees that pay to each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if anythen Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which have agreed amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment IncreaseSection 2.10, it may be the case that the outstanding Revolving Loans are not held pro rata ratably in accordance with the new Revolving Commitments. In order to remedy the foregoingrespective principal amounts thereof, on the effective date of the applicable Commitment Increaseprincipal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Term Benchmark Advances.
(d) For purposes of this Section 2.20 and Exhibit F, the Revolving Lenders following defined terms shall have the following meanings: (including, without limitation, any new Lendersi) shall make payments “New Funds Amount” means the amount equal to the Administrative Agent, and product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (Total Committed Amount after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Advances as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date).; (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not increase its respective
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Commitment Increase. From (a) The Borrowers shall have the right, at any time and from time to time after by written notice to and in consultation with the Closing DateAdministrative Agent, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 to request an increase in the aggregate for all Commitments (each such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such requested increase, a “"Commitment Increase”"), by having one or more existing Lenders increase their respective Commitments then in effect (each, an "Increasing Lender"), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an "Additional Lender"), or a combination thereof; provided that (i) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed each Commitment Increase shall be offered first to the Administrative Agent if Lenders pro rata (based on their then-existing Commitments), (ii) each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no request for a Commitment Increase may shall be in an aggregate minimum amount less than of $10,000,000;
10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ciii) the aggregate of all Commitment Increases shall not exceed $50,000,000, and (iv) no existing Lender shall be obligated to increase its Revolving Commitment as a result of any request for a Commitment Increase by the Borrower unless it agrees in connection with any Commitment Increase;writing and in its sole discretion.
(db) Each Additional Lender must be approved by the proposed Commitment Increase shall have been consented Administrative Agent (such approval not to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(bbe unreasonably withheld or delayed) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Borrowers. Each Additional Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) Borrowers and the Administrative Agent shall have received (i) execute a joinder agreement to evidence the Commitment of such Additional Lender and its status as a Lender hereunder and each Increasing Lender, the Borrowers and the Administrative Agent shall sign an agreement setting forth evidencing the increased Commitment of such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment IncreaseLender, in each case together with all such other documentation (including evidence of the Borrowers' authorization of the increase) as the Administrative Agent Agent, the Additional Lender or the Increasing Lender may reasonably request. Each of the Borrowerrequire, Lenders all in form and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments substance reasonably satisfactory to the Administrative Agent, the Borrowers and the Additional Lender or the Increasing Lender.
(c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent agreesand the Borrowers shall determine the effective date (the "Commitment Increase Date", upon receipt which shall be a Business Day not less than thirty (30) days prior to the Termination Date) and the final allocation of all such paymentsincrease. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to disburse enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such amounts Commitment Increase.
(d) To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, on the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the "Existing Loans") shall automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, the Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the "Subsequent Borrowings") in an aggregate principal amount equal to the Lenders so that after giving effect thereto aggregate principal amount of the Revolving Existing Loans will be held by and of the Revolving Lenders (including, without limitation, any new Lenders), pro rata Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.11(b), (iii) each Lender shall pay to the Pro Rate Percentages hereunder Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender's ratable share (based on the Commitments, calculated after giving effect to the applicable Commitment Increase) of the Subsequent Borrowings and (z) such ▇▇▇▇▇▇'s ratable share (based on the Commitments, calculated without giving effect to the Commitment Increase) of the Existing Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender's ratable share (based on the Commitments, calculated without giving effect to the Commitment Increase) of the Existing Loans and (z) such Lender's ratable share (based on the Commitments, calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Existing Loans to the Lenders entitled thereto and (vii) Schedule 1.1(a) shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Existing Loans pursuant to clause (i) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
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Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Company shall have the right from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 to cause an increase in the aggregate for all such increases) total Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that are not already Lenders hereunder (each, a proposed “New Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) both before and immediately after giving effect to such Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) Increase, no Default or Event of Default shall exist or would result from have occurred and be continuing as of the effective date of such Commitment Increase;
Increase (bsuch date, the “Commitment Increase Date”), (ii) no such Commitment Increase may shall be in an amount less than $10,000,000;, (iii) the aggregate amount of all such Commitment Increases shall not exceed $300,000,000, and after giving effect to all such Commitment Increases, the total Commitments shall not exceed $1,800,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) each New Lender and any increase in the Commitment of an existing Lender pursuant to any Commitment Increase shall be subject to the prior written consent of the Administrative Agent and each Issuing Bank (each such consent not to be unreasonably withheld or delayed).
(cb) no existing Lender The Company shall be obligated provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) of its intention to increase its Revolving the total Commitments pursuant to this Section 2.20. Each such Notice of Commitment in connection with any Commitment Increase;
Increase shall specify (di) the proposed Commitment Increase Date, which date shall have been consented to in writing be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and/or existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date.
(c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the other Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the total Commitments. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the Commitment Increase Date. Each existing Lender shall be automatically deemed to have assigned any outstanding Loans on the Commitment Increase Date and the existing Lenders, each New Lender and the Borrowers each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences, including, without limitation, the execution and delivery of one or more joinder or similar agreements. If, on such Commitment Increase Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Loans to effectuate the provisions of this paragraph.
(d) Each Commitment Increase shall become effective on the respective Commitment Increase Date and upon such effectiveness: (i) to the extent applicable, the Administrative Agent shall record in the Register each New Lender’s information as provided in the applicable Notice of Commitment Increase and pursuant to an Administrative Questionnaire that shall be executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 2.01 shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 2.01 shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 2.01, and (iii) each New Lender in respect identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all or purposes under this Agreement.
(e) As a portion condition precedent to any Commitment Increase, the Company shall deliver to the Administrative Agent (i) a certificate of a Responsible Officer of the Company dated as of the Commitment Increase (each Date certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increaseand certifying that, together with Lender Addendums before and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect after giving effect to such Commitment Increase, (iiiA) opinions the representations and warranties contained in this Agreement made by the Borrowers are true and correct on and as of counsel with respect the Commitment Increase Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (B) no Default or Event of Default exists or will exist as of the Commitment IncreaseIncrease Date, and (ivii) amendments to any legal opinions, certificates and/or other documents reasonably requested by the Security Documents Administrative Agent in connection with such the Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Commitment Increase. From time 1. On any date prior to time after the Closing Termination Date, but no more than once in each calendar year, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in the and up to an aggregate amount for all such increases) (increases not more than the “Commitment Increase Cap”) such that sum of the aggregate Revolving amount of the Commitments shall at no time exceed on the date of such request plus $450,000,000 500,000,000 (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the option time agree, in the case of Borrower pursuant any existing Lender, to delivery increase its Commitment (an “Increasing Lender”) and, in the case of written notice from Borrower any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be based on the ratio of each Increasing Lender’s proposed Commitment amount after giving effect to such Commitment Increase to the Administrative Agent if each aggregate amount of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the all Increasing Lenders’ proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect amounts after giving effect to such Commitment Increase, and (iii) opinions the amount of counsel the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.05(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.
(i) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of FET and each other Borrower, if any, electing to increase its Borrower Sublimit in connection with such Commitment Increase certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of FET and such Commitment Increase, (iv) amendments other Borrower electing to the Security Documents increase its Borrower Sublimit in connection with such Commitment Increase, approving, in the case of FET, such Commitment Increase and, in the case of such other Borrower, such increase in its Borrower Sublimit and (v2) on behalf all governmental and regulatory authorizations and approvals required to be obtained by FET and such other Borrower for such Commitment Increase or increase in the applicable Borrower Sublimit, as the case may be.
(ii) Upon the effective date of each existing Lender and/or New Lender participating in such any Commitment Increase, payment of fees the Borrowers shall prepay the outstanding Advances (if any) agreed to by Borrower in full, and payable shall simultaneously make new Advances hereunder in an amount equal to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increaseprepayment, in each case as the Administrative Agent may reasonably request. Each of the Borrowerso that, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increasethereto, it may be the case that Advances are held ratably by the outstanding Revolving Loans are not held pro rata Lenders in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.11.
(iii) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.
Appears in 1 contract
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event Subject to the terms and conditions set forth herein, the Lenders party hereto (including the Commitment Increase Lenders) hereby agree that, effective as of Default the Second Amendment Effective Date (as defined below), the aggregate amount of the Commitments outstanding immediately prior to the Second Amendment Effective Date shall exist or would result from be increased by an amount equal to the Commitment Increase, and that such Commitment Increase;Increase shall be held, as of the Second Amendment Effective Date, by the Commitment Increase Lenders. On and after the Second Amendment Effective Date, each Commitment Increase Lender shall, in its capacity as a Lender, make Loans to the Borrower, and otherwise extend credit (including by funding participations in Letters of Credit), in each case in accordance with the terms and subject to the conditions of the Credit Agreement, as amended hereby. Each Lender agrees that no amounts shall be due under Section 2.15(c) of the Credit Agreement as a result of the transactions contemplated by this Amendment.
(b) no Commitment Increase may be in an amount less than $10,000,000;
On the Second Amendment Effective Date, each of the Lenders with Commitments under the Credit Agreement immediately prior to the Second Amendment Effective Date (c) no existing Lender the “Existing Lenders”), shall be obligated assign to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such LenderLenders, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed and the Commitment Increase Cap; and
(f) Lenders shall purchase from each of such Lenders, at the Administrative Agent shall have received (i) an agreement setting forth principal amount thereof, such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization interests in the Loans outstanding on the part of the Loan Parties with respect to such Commitment IncreaseSecond Amendment Effective Date as shall be necessary in order that, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increaseall such assignments and purchases, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Existing Lenders (including, without limitation, any new Lenders), pro rata and the Commitment Increase Lenders ratably in accordance with the Pro Rate Percentages hereunder (their Commitments after giving effect to the applicable Commitment Increase), and the participations in respect of Letters of Credit shall be reallocated so that such participations are held ratably among the Lenders in accordance with their commitments after giving effect to the Commitment Increase. Schedule 1.1A of the Credit Agreement, as amended by this Amendment, sets forth the Commitment of each Lender after giving effect to this Amendment.
(c) Each Commitment Increase Lender, by delivering its signature page to this Amendment on the Second Amendment Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Lender on the Second Amendment Effective Date. Each Commitment Increase Lender shall become a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, in accordance with the terms thereof, and each Commitment Increase Lender shall have all the rights and obligations of a Lender under the Credit Agreement with respect to the interests purchased by it pursuant to such paragraphs, in accordance with the terms thereof.
Appears in 1 contract
Sources: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (a3) no Default or Event of Default shall exist or would result from such Commitment Increase;
have occurred which is continuing, (b4) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed such Commitment Increase shall have been consented cause the Commitments under this Agreement to in writing by each existing Lender exceed $2,000,000,000, (if any5) who is increasing its Revolving no Lender’s Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each shall be increased without such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any ’s prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increasewritten consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit G attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT withheld. Each such Notice of Commitment Increase shall specify (6) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (7) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection 1.(ii) above), (8) the identity of each CI Lender, and (9) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (10) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (11) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (12) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (13) “New Funds Amount” means the amount equal to the product of a CI Lender’s increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (14) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (15) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).. AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (Pioneer Natural Resources Co)
Commitment Increase. From time (a) Subject to time after the Closing Dateconditions set forth in Section 2.10(b)(ii), the Revolving Borrowers may increase the total Commitments may be increased then in effect without the prior written consent of the Lenders by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender (but in no event in excess of $50,000,000 an “Additional Lender”).
(b) The increase in the aggregate for all such increases) total Commitments shall be subject to the following additional conditions:
(the “Commitment Increase Cap”i) such that the aggregate Revolving Commitments increase shall at no time not exceed $450,000,000 150,000,000 and the total Commitments after such increase shall not exceed the least of (any A) $250,000,000 (B) twenty percent (20%) of the Parent Guarantor’s Consolidated Net Tangible Assets as of the last day of the fiscal quarter immediately preceding such increaseincrease for which the most recent internal financial statements are available, a “plus $25,000,000, and (C) the amount permitted by the Indenture;
(ii) if the Borrowers elect to increase the total Commitments by increasing the Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase Lender, the Borrowers and such Lender shall execute and deliver to the Administrative Agent if each a certificate substantially in the form of the following conditions have been met:
Exhibit H-1 (a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no a “Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New LenderCertificate”);
(eiii) if the proposed Commitment IncreaseBorrowers elect to increase the total Commitments by causing an Additional Lender to become a party to this Agreement, then the Borrowers and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrowers shall, if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent, the Swing Line Lender and the Issuing Lender;
(iv) no Default shall have occurred and be continuing at the effective date of such increase;
(v) on the effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any prior Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrowers pay compensation required by Section 5.02;
(vi) no Lender’s Commitment may be increased without the consent of such Lender;
(vii) no increase shall be less than $25,000,000 and shall be in a whole multiple of $5,000,000 in excess thereof;
(viii) the Borrowers shall remain in compliance with Section 8.16 as of such date after giving effect to the Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fix) an Appraisal satisfactory to Administrative Agent shall have been obtained not more than 120 days prior to the effectiveness of such Commitment Increase with respect to those vessels being added as Vessel Collateral and the Administrative Agent shall have received (i) an agreement setting forth be satisfied that new or amended security instruments create first priority, perfected Liens on such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect additional Vessel Collateral subject only to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents Excepted Liens identified in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses clause (a) through (c) of Section 9.03.
(c) Subject to acceptance and recording thereof pursuant to Section 2.10(d), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrowers have paid compensation required by Section 5.02): (A) the amount of the total Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, such Lender or such Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments.
(d) above Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrowers and the Lender or the Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in connection with Section 2.10 (b), the Administrative Questionnaire referred to in Section 2.10(b), if applicable, the written consent which will not be unreasonably withheld of the Administrative Agent, the Swing Line Lender and the Issuing Lender to such Commitment Increaseincrease required by Section 2.10(b) and the Additional Lender, in each case if applicable, and such other certificates, opinions and documents as the Administrative Agent may reasonably request. Each of , the Borrower, Lenders and Administrative Agent acknowledges and agrees that each shall accept such Commitment Increase meeting Certificate or Additional Lender Certificate and record the conditions set forth information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the total Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.20 2.10(d). The Administrative Agent shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date promptly provide a copy of the applicable Commitment Increaseupdated Annex I, or a copy of the Revolving Lenders (includingupdated Register, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Parent Guarantor.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Hornbeck Offshore Services Inc /La)
Commitment Increase. From time to time after the Closing Date but on or prior to ninety-one (91) days before the Revolving Termination Date, the Revolving Loan Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Aggregate Revolving Commitments Loan Commitment shall at no time exceed $450,000,000 215,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower the Borrowers pursuant to delivery of written notice from Borrower the Borrowers of a proposed Commitment Increase (the “Increased Commitment Proposal”) to the Administrative Agent if each of the following conditions have been met:
(aA) no Default or Event of Default shall exist or would result from on the effective date of such Commitment Increaseincrease;
(bB) no Commitment Increase may be in an amount less than $10,000,00025,000,000 (or if less, the remaining amount of the Commitment Increase Cap);
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(dC) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”)Commitment;
(eD) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(fE) the Administrative Agent shall have received (i) an agreement amendments to this Agreement and the Loan Documents, joinder agreements for any new Lenders, and all other promissory notes, agreements, documents and instruments reasonably satisfactory to the Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase. The Increased Commitment Proposal shall be offered on a first priority basis to existing Lenders, who may accept, but are not obligated to accept, based on their respective Commitment Percentage of the Commitment Increase. If the existing Lenders do not accept the total amount of the Commitment Increase on such pro rata basis, then existing Lenders may accept, but are not obligated to accept, the remaining portions on a non-pro rata basis. To the extent that existing Lenders do not accept the Commitment Increase, together the Increased Commitment Proposal may be offered to Persons who would otherwise be assignees in accordance with Lender Addendums and promissory notes with respect thereto, Section 9.9(b) (ii) evidence of corporate authorization on “Eligible Assignee”). The Agent shall have discretion to adjust the part allocation of the Loan Parties with respect to such Commitment Increaseproposed additional commitments, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent case may reasonably requestbe, between and among Lenders that accept the Increased Commitment Proposal and Eligible Assignees that accept the Increased Commitment Proposal. Each of the BorrowerBorrowers, Lenders and Administrative the Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 1.1(a)(ii) shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Loan Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Loan Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages Commitment Percentage hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Company shall have the right from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 to cause an increase in the aggregate for all such increases) total Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that are not already Lenders hereunder (each, a proposed “New Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) both before and immediately after giving effect to such Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) Increase, no Default or Event of Default shall exist or would result from have occurred and be continuing as of the effective date of such Commitment Increase;
Increase (bsuch date, the “Commitment Increase Date”), (ii) no such Commitment Increase may shall be in an amount less than $10,000,000;, (iii) the aggregate amount of all such Commitment Increases shall not exceed $300,000,000, and after giving effect to all such Commitment Increases, the total Commitments shall not exceed $1,500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such ▇▇▇▇▇▇’s sole and absolute discretion) and (v) each New Lender and any increase in the Commitment of an existing Lender pursuant to any Commitment Increase shall be subject to the prior written consent of the Administrative Agent and each Issuing Bank (each such consent not to be unreasonably withheld or delayed).
(cb) no existing Lender The Company shall be obligated provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) of its intention to increase its Revolving the total Commitments pursuant to this Section 2.20. Each such Notice of Commitment in connection with any Commitment Increase;
Increase shall specify (di) the proposed Commitment Increase Date, which date shall have been consented to in writing be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and/or existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date.
(c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the other Lenders (i) Revolving Loans, to the extent that there are any Revolving Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Revolving Loans and participation CREDIT AGREEMENT interests in outstanding LC Exposure equal to its Applicable Percentage of the total Commitments. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the Commitment Increase Date. Each existing Lender shall be automatically deemed to have assigned any outstanding Revolving Loans on the Commitment Increase Date and the existing Lenders, each New Lender and the Borrowers each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences, including, without limitation, the execution and delivery of one or more joinder or similar agreements.
(d) Each Commitment Increase shall become effective on the respective Commitment Increase Date and upon such effectiveness: (i) to the extent applicable, the Administrative Agent shall record in the Register each New Lender’s information as provided in the applicable Notice of Commitment Increase and pursuant to an Administrative Questionnaire that shall be executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 2.01 shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 2.01 shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 2.01, and (iii) each New Lender in respect identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all or purposes under this Agreement.
(e) As a portion condition precedent to any Commitment Increase, the Company shall deliver to the Administrative Agent (i) a certificate of a Responsible Officer of the Company dated as of the Commitment Increase (each Date certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increaseand certifying that, together with Lender Addendums before and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect after giving effect to such Commitment Increase, (iiiA) opinions the representations and warranties contained in this Agreement made by the Borrowers are true and correct on and as of counsel with respect the Commitment Increase Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (B) no Default or Event of Default exists or will exist as of the Commitment IncreaseIncrease Date, and (ivii) amendments to any legal opinions, certificates and/or other documents reasonably requested by the Security Documents Administrative Agent in connection with such the Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Sources: Credit Agreement (Murphy Oil Corp)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Company shall have the right from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 to cause an increase in the aggregate for all such increases) total Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that are not already Lenders hereunder (each, a proposed “New Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) both before and immediately after giving effect to such Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) Increase, no Default or Event of Default shall exist or would result from have occurred and be continuing as of the effective date of such Commitment Increase;
Increase (bsuch date, the “Commitment Increase Date”), (ii) no such Commitment Increase may shall be in an amount less than $10,000,000;, (iii) the aggregate amount of all such Commitment Increases shall not exceed $250,000,000, and after giving effect to all such Commitment Increases, the total Commitments shall not exceed $1,350,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) each New Lender and any increase in the Commitment of an existing Lender pursuant to any Commitment Increase shall be subject to the prior written consent of the Administrative Agent and each Issuing Bank (each such consent not to be unreasonably withheld or delayed).
(cb) no existing Lender The Company shall be obligated provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) of its intention to increase its Revolving the total Commitments pursuant to this Section 2.20. Each such Notice of Commitment in connection with any Commitment Increase;
Increase shall specify (di) the proposed Commitment Increase Date, which date shall have been consented to in writing be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and/or existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date.
(c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the other Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the total Commitments. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the Commitment Increase Date. Each existing Lender shall be automatically deemed to have assigned any outstanding Loans on the Commitment Increase Date and the existing Lenders, each New Lender and the Borrowers each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences, including, without limitation, the execution and delivery of one or more joinder or similar agreements. If, on such Commitment Increase Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Loans to effectuate the provisions of this paragraph.
(d) Each Commitment Increase shall become effective on the respective Commitment Increase Date and upon such effectiveness: (i) to the extent applicable, the Administrative Agent shall record in the Register each New Lender’s information as provided in the applicable Notice of Commitment Increase and pursuant to an Administrative Questionnaire that shall be executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 2.01 shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 2.01 shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 2.01, and (iii) each New Lender in respect identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all or purposes under this Agreement.
(e) As a portion condition precedent to any Commitment Increase, the Company shall deliver to the Administrative Agent (i) a certificate of a Responsible Officer of the Company dated as of the Commitment Increase (each Date certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increaseand certifying that, together with Lender Addendums before and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect after giving effect to such Commitment Increase, (iiiA) opinions the representations and warranties contained in this Agreement made by the Borrowers are true and correct on and as of counsel with respect the Commitment Increase Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (B) no Default or Event of Default exists or will exist as of the Commitment IncreaseIncrease Date, and (ivii) amendments to any legal opinions, certificates and/or other documents reasonably requested by the Security Documents Administrative Agent in connection with such the Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such Provided that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist has ------------------- occurred and is continuing or would result from any Commitment Increase (as herein defined), the Borrower may, from time to time on any Business Day, increase the Commitment up to an aggregate principal amount not in excess of $680,000,000 by delivering a Commitment Increase Request at least ten (10) Business Days before the desired effective date of such increase (the "Commitment Increase;
") identifying (bi) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other additional financial institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that -------------------- which has agreed to become a Lender in respect hereunder and the amount of all or a such additional Lender's portion of the Commitment Increase (which additional Lender shall be reasonably satisfactory to the Administrative Agent) and (ii) each existing Lender which has agreed to increase its portion of the Commitment and the amount of such Lender, a “New Lender”);
(e) 's additional portion of the proposed Commitment IncreaseCommitment, together with any prior certified corporate resolutions of the Borrower authorizing the Commitment Increase, shall not exceed the . The effective date of each Commitment Increase Cap; and
(f) shall be agreed upon by the Borrower and the Administrative Agent shall have received and on such effective date each new Lender (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those LendersLender, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date has increased its portion of the applicable Commitment IncreaseCommitment) shall, by assignments from existing Lenders (which shall be deemed to occur automatically on such effective date), acquire a portion of the Revolving Credit Advances of the existing Lenders in such amounts (includingand the Lenders shall, without limitation, any new Lenders) shall make payments to through the Administrative Agent, and the Administrative Agent agrees, upon receipt of all make such payments, to disburse such amounts to the Lenders additional adjustments among themselves as shall be necessary) so that after giving effect thereto to such assignments and adjustments, the Lenders shall hold the outstanding Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata Credit Advances in accordance with their respective Commitment Ratios as adjusted by the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase). Upon the effectiveness thereof, the Lenders' Commitment Ratios shall be adjusted to reflect the then existing Commitment. The Borrower agrees to pay any fees or expenses (including reasonable attorneys' fees and any processing fees) of the Administrative Agent relating to any Commitment Increase.
Appears in 1 contract
Sources: Credit Agreement (Unitrin Inc)
Commitment Increase. From (a) The Borrowers shall have the right, at any time and from time to time after by written notice to and in consultation with the Closing DateAdministrative Agent, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 to request an increase in the aggregate for all Commitments (each such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed each Commitment Increase shall be offered first to the Administrative Agent if Lenders pro rata (based on their then-existing Commitments), (ii) each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no request for a Commitment Increase may shall be in an aggregate minimum amount less than of $10,000,000;
10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ciii) the aggregate of all Commitment Increases shall not exceed $50,000,000, and (iv) no existing Lender shall be obligated to increase its Revolving Commitment as a result of any request for a Commitment Increase by the Borrower unless it agrees in connection with any Commitment Increase;writing and in its sole discretion.
(db) Each Additional Lender must be approved by the proposed Commitment Increase shall have been consented Administrative Agent (such approval not to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(bbe unreasonably withheld or delayed) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Borrowers. Each Additional Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) Borrowers and the Administrative Agent shall have received (i) execute a joinder agreement to evidence the Commitment of such Additional Lender and its status as a Lender hereunder and each Increasing Lender, the Borrowers and the Administrative Agent shall sign an agreement setting forth evidencing the increased Commitment of such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment IncreaseLender, in each case together with all such other documentation (including evidence of the Borrowers’ authorization of the increase) as the Administrative Agent Agent, the Additional Lender or the Increasing Lender may reasonably request. Each of the Borrowerrequire, Lenders all in form and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments substance reasonably satisfactory to the Administrative Agent, the Borrowers and the Additional Lender or the Increasing Lender.
(c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent agreesand the Borrowers shall determine the effective date (the “Commitment Increase Date”, upon receipt which shall be a Business Day not less than thirty (30) days prior to the Termination Date) and the final allocation of all such paymentsincrease. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to disburse enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such amounts Commitment Increase.
(d) To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, on the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the “Existing Loans”) shall automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, the Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the Lenders so that after giving effect thereto aggregate principal amount of the Revolving Existing Loans will be held by and of the Revolving Lenders (including, without limitation, any new Lenders), pro rata Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.11(b), (iii) each Lender shall pay to the Pro Rate Percentages hereunder Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s ratable share (based on the Commitments, calculated after giving effect to the applicable Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s ratable share (based on the Commitments, calculated without giving effect to the Commitment Increase) of the Existing Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s ratable share (based on the Commitments, calculated without giving effect to the Commitment Increase) of the Existing Loans and (z) such Lender’s ratable share (based on the Commitments, calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Existing Loans to the Lenders entitled thereto and (vii) Schedule 1.1(a) shall automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Existing Loans pursuant to clause (i) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.18 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (Borrower shall have the right, without the consent of the Lenders, to cause, but in no event in excess of $50,000,000 not more than five times, an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $50,000,000, (iii) (A) prior to the Investment Grade Covenants Date and the release of all Liens on Collateral securing any Obligations, the aggregate amount of all such Commitment Increases shall not exceed $250,000,000, and (B) from and after the Investment Grade Covenants Date, provided that the all Liens on Collateral securing any Obligations have been released in accordance with the terms of this Agreement and the other Loan Documents, the aggregate amount of all such Commitment Increases (inclusive of any prior Commitment Increases pursuant to the foregoing clause (A)) shall not exceed $1,000,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Loans and (vi) prior to the Investment Grade Covenants Date and the release of all Liens on Collateral securing any Obligations, no Commitment Increase shall be permitted to the extent that, after giving effect thereto, the Borrower would be required to grant Liens to secure its obligations under any Existing Notes or any Permitted Refinancing Indebtedness in respect thereof.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
(e) , which date shall be no earlier than five Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date (as defined below).
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
Appears in 1 contract
Sources: Credit Agreement (Tesoro Corp /New/)
Commitment Increase. From time to time after (a) Each Person listed on Schedule 1 hereto (collectively, the Closing “Increasing Lenders”) agrees that, on and as of the Amendment Effective Date, the Revolving Commitments may Commitment of such Increasing Lender shall increase by (or, if such Person is not an Existing Lender, such Increasing Lender shall extend a Commitment equal to) the amount set forth opposite its name on Schedule 1. For the avoidance of doubt, on the Amendment Effective Date, the Pro Rata Shares of all the Lenders shall automatically be increased (but in no event in excess adjusted to give effect to the provisions of $50,000,000 this Section 1(a). The parties hereto acknowledge and agree that, for the purposes of the limit on the amount of increases in the aggregate for all such increases) (the “Aggregate Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each permitted under Section 2.15 of the following conditions have been met:
(a) Credit Agreement, after the Amendment Effective Date, unless otherwise agreed in accordance with the Credit Agreement, the Borrower may no Default or Event of Default shall exist or would result from such longer request an increase in the Aggregate Commitment Increase;thereunder.
(b) no Commitment Increase may be in an amount less than $10,000,000;To the extent its approval is required under Section 2.15 of the Revolving Credit Agreement, each of the Administrative Agent, the L/C Issuers and the Swing Line Lenders hereby approves the identity of the Increasing Lenders. [[5255041]]
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Each Lender (if any) who is increasing its Revolving Commitment and/or including each other institution (if any) that constitutes a permitted assignee under Section 11.04(bIncreasing Lender) and that has agreed to become a Lender in respect of all or a portion each L/C Issuer party hereto acknowledges and agrees that, on and as of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with Amendment Effective Date and without any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization further action on the part of the Loan Parties with respect to such Commitment Increaseapplicable L/C Issuer or the Lenders, all participations in Letters of Credit issued and outstanding on the Amendment Effective Date (iiithe “Existing Letters of Credit”) opinions shall be reallocated among the Lenders on the basis of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence their Pro Rata Shares of the satisfaction Outstanding Amount of the conditions set forth in clauses (a) through (d) above in connection with such Commitment IncreaseL/C Obligations, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After calculated after giving effect to any Commitment Increasethe transactions contemplated by Section 1(a) hereof, it may be the case that the outstanding Revolving Loans are not held pro rata and that, in accordance with the new Revolving Commitments. In order to remedy furtherance of the foregoing, on the effective date Amendment Effective Date each L/C Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from each L/C Issuer, a participation in each Existing Letter of Credit issued by such L/C Issuer equal to such Lender’s Pro Rata Share of the applicable Commitment IncreaseOutstanding Amount of the L/C Obligations in respect thereof, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (calculated after giving effect to the applicable Commitment Increasetransactions contemplated by this Section 1(a). Such participation shall be governed by the terms of Section 2.03 of the Revolving Credit Agreement, as amended hereby.
Appears in 1 contract
Sources: Incremental Facility and Amendment Agreement (Noble Midstream Partners LP)
Commitment Increase. From time Borrower may, by written notice to time after the Closing DateAgent Bank and the Lenders, increase the Revolving Commitments may be increased Aggregate Commitment by up to an additional Thirty Million Dollars (but in no event in excess of $50,000,000 in the aggregate for all such increases30,000,000.00) (the “actual amount of such -27- increase to the Aggregate Commitment Increase Cap”) such that being herein referred to as the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “"Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
"); provided that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) has occurred and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretoremain continuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment IncreaseSecond Anniversary Date has not then occurred, (iii) opinions the obligation to fund the Commitment Increase is assumed by a Lender or Lenders then party to this Credit Agreement or (after having first offered the Commitment Increase to the Lenders then party to the Credit Agreement) by a Person or Persons that are Eligible Assignees, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of counsel with respect an Assumption and Consent Agreement in the form of Exhibit L attached hereto, executed by each such assuming Lender or Eligible Assignee, Agent Bank and Borrower, provided that no Lender shall have any obligation to such Commitment Increaseincrease its Syndication Interest in effect as of the Closing Date, (iv) amendments each such assuming Lender or Eligible Assignee concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Security Documents in connection with Credit Agreement (and each Lender hereby agrees to sell the appropriate proportion of its Pro Rata Share at par value to such Commitment Increase, (vassuming Lender or Eligible Assignee) on behalf that is equivalent to the increased new Pro Rata Share of each existing such assuming Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (or Eligible Assignee after giving effect to the applicable Commitment Increase and such Lender's Syndication Interest in the Aggregate Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c) and any fees owing to the Agent Bank or to the assuming Lenders or Eligible Assignees committing to fund the Commitment Increase based upon negotiations made in connection with the funding of the Commitment Increase), (vi) the Commitment Increase shall not increase the Pro Rata Share of the Aggregate Commitment and the Pro Rata Share of the amount of the Funded Outstandings held by any other Lender absent the express written consent of that Lender, (vii) the Commitment Increase shall be made on a one- time basis only, and (viii) the Commitment Increase shall not be available for advance by Lenders until each condition precedent set forth in Sections 3.24 through 3.31 of Article III C shall have occurred and been fully satisfied. Giving effect to the Commitment Increase and purchase of Pro Rata Shares of the Funded Outstandings, adjustments shall be made to the Pro Rata Shares of the Lenders in the Aggregate Commitment and the Pro Rata Shares of Funded Outstandings such that the Pro Rata Shares of each Lender in the Aggregate Commitment shall be identical to its Pro Rata Share of the Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrower and the Banks a revised Schedule of Lenders' Proportions in Credit Facility reflecting such increased Aggregate Commitment and the revised Pro Rata Shares of the Lenders in the Credit Facility, and such revised Schedule of Lenders' Proportions in Credit Facility shall supersede and replace the then existing Schedule of Lenders' Proportions in Credit Facility.
Appears in 1 contract
Commitment Increase. From time to time after In connection with the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase Extension Request and subject to the Administrative Agent if each satisfaction of the following conditions have been metprecedent set forth in Section 4 below:
(a) no Default or Event of Default shall exist or would result from such Each Increasing Lender party hereto agrees to increase its Commitment Increase;to the “Commitment Amount” listed on Schedule I hereto.
(b) no Each Additional Lender party hereto extends to the Borrowers, on the Amendment Date, such Additional Lender’s Commitment Increase in the amount designated for such Additional Lender as set forth on Schedule I hereto, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in the Amended Credit Agreement. Each Additional Lender agrees that, upon the Amendment Date, such Additional Lender will be a Lender for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement), and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 8.08(b)(iii), (v) and (vi) of the Amended Credit Agreement (subject to such consents, if any, as may be required under Section 8.08(b)(iii) of the Amended Credit Agreement), (iii) from and after the Amendment Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire such Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and this Amendment, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 4.01(g) of the Amended Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to extend its Commitment, and (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to extend its Commitment to the Borrowers pursuant to the terms of this Amendment and the Amended Credit Agreement. Each Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender has submitted to the Administrative Agent an amount less than $10,000,000;Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of the Amended Credit Agreement.
(c) no existing The Borrowers, the Administrative Agent, the Fronting Banks, the Swing Line Lenders and each Lender shall be obligated party hereto (including each Additional Lender and each Additional Commitment Lender) agree that on the Amendment Date, Schedule I to increase the Credit Agreement is amended and restated in its Revolving Commitment in connection with any Commitment Increase;entirety by Schedule I hereto.
(d) Simultaneously with the proposed effectiveness of this Amendment and notwithstanding any provisions of Section 2.06(b)(iii) of the Credit Agreement to the contrary, the Commitments of each of the Lenders, the outstanding amount of all Pro-Rata Advances and the participations of the Lenders in outstanding Letters of Credit and outstanding Swingline Advances shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment Increase shall have been consented set forth on Schedule I hereto). In order to in writing by effect such reallocations, each existing Additional Lender, each Additional Commitment Lender (if any) who is increasing its Revolving Commitment and/or and each other institution Lender whose Commitment as set forth on Schedule I hereto is in an amount that exceeds the amount of its “Commitment” under the Credit Agreement (if anyeach an “Assignee Lender”) that constitutes a permitted assignee under Section 11.04(b) shall be deemed to have purchased all right, title and that has agreed to become a Lender interest in, and all obligations in respect of all or a portion of, the Commitments of the Commitment Increase Lenders whose Commitments as set forth on Schedule I hereto are less than their respective “Commitments” under the Credit Agreement (each such Lender, a an “New Assignor Lender”);
(e) , so that the proposed Commitment IncreaseCommitments of each Lender will be as set forth on Schedule I hereto. Such purchases shall be deemed to have been effected by way of, together with and subject to the terms and conditions of, Assignment and Assumptions without the payment of any prior Commitment Increaserelated assignment fee, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and except for any requested replacement promissory notes with respect theretoto be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments (or, if less, in the case of any such promissory note payable by a Borrower, such Assignor Lender’s or Assignee Lender’s pro rata share (ii) evidence of corporate authorization based on the part Commitments of the Loan Parties with respect all Lenders) of such Borrower’s Borrower Sublimit), no other documents or instruments shall be, or shall be required to such Commitment Increasebe, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents executed in connection with such Commitment Increasepurchases and assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increasethrough the Administrative Agent, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder direct (after giving effect to any netting effected by the applicable Commitment Increase)Administrative Agent) with respect to such reallocations and assignments.
Appears in 1 contract
Commitment Increase. From time Borrower may, by written notice to time after the Closing DateAgent Bank and the Lenders, increase the Revolving Commitments may be increased Aggregate Commitment by up to an additional Fifteen Million Dollars (but in no event in excess of $50,000,000 in the aggregate for all such increases15,000,000.00) (the “actual amount of such increase to the Aggregate Commitment Increase Cap”) such that being herein referred to as the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
); provided that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) has occurred and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretoremain continuing, (ii) evidence of corporate authorization on no more than two (2) Commitment Increases may be made during the part term of the Loan Parties with respect to Credit Facility and in no case shall the total of such Commitment IncreaseIncreases exceed Fifteen Million Dollars ($15,000,000.00) in the aggregate, (iii) opinions the obligation to fund the Commitment Increase is assumed by a Lender or Lenders then party to this Credit Agreement or (after having first offered the Commitment Increase to the Lenders then party to the Credit Agreement) by a Person or Persons that are Eligible Assignees, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of counsel with respect an Assumption and Consent Agreement in the form of Exhibit L attached hereto, executed by each such assuming Lender or Eligible Assignee, Agent Bank and Borrower, provided that no Lender shall have any obligation to such Commitment Increaseincrease its Syndication Interest in effect as of the Restatement Effective Date, (iv) amendments each such assuming Lender or Eligible Assignee concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Security Documents in connection with Credit Agreement (and each Lender hereby agrees to sell the appropriate proportion of its Pro Rata Share at par value to such Commitment Increase, (vassuming Lender or Eligible Assignee) on behalf that is equivalent to the increased new Pro Rata Share of each existing such assuming Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (or Eligible Assignee after giving effect to the applicable Commitment Increase and such Lender’s Syndication Interest in the Aggregate Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c) and any fees owing to the Agent Bank or to the assuming Lenders or Eligible Assignees committing to fund the Commitment Increase based upon negotiations made in connection with the funding of the Commitment Increase), (vi) the Commitment Increase shall not increase the Pro Rata Share of the Aggregate Commitment and the Pro Rata Share of the amount of the Funded Outstandings held by any other Lender absent the express written consent of that Lender, (vii) the Commitment Increase shall not be available for advance by Lenders until each condition precedent set forth in Sections 3.24 through 3.31 of Article III C shall have occurred and been fully satisfied, and (viii) no more than Five Million Dollars ($5,000,000.00) of the Commitment Increase shall be available to Borrower for funding prior to the sixth (6th) month anniversary of the Restatement Effective Date. Giving effect to the Commitment Increase and purchase of Pro Rata Shares of the Funded Outstandings, adjustments shall be made to the Pro Rata Shares of the Lenders in the Aggregate Commitment and the Pro Rata Shares of Funded Outstandings such that the Pro Rata Shares of each Lender in the Aggregate Commitment shall be identical to its Pro Rata Share of the Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrower and the Banks a revised Schedule of Lenders’ Proportions in Credit Facility reflecting such increased Aggregate Commitment and the revised Pro Rata Shares of the Lenders in the Credit Facility, and such revised Schedule of Lenders’ Proportions in Credit Facility shall supersede and replace the then existing Schedule of Lenders’ Proportions in Credit Facility.
Appears in 1 contract
Commitment Increase. From time Effective on September 28, 2007, subject to time after satisfaction of the Closing Dateconditions of effectiveness of this Amendment set forth in Section 3 hereof on or prior to such date (such date, subject to satisfaction of such conditions, the Revolving Commitments may be increased “Effective Date”):
(but a) The Company confirms and agrees that (i) it has requested an increase in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed in the amount of $450,000,000 (any such increase, a “Commitment Increase”) at 500,000,000 from the option of Borrower Increase Lenders pursuant to delivery and on the terms set forth in Section 2.01(d) of written notice the Credit Agreement, effective on the Effective Date, (ii) the Company will cause the Effective Date to be the first day of an Interest Period for all Conventional Revolving Loans then outstanding, (iii) on the Effective Date the Company will borrow (and hereby requests funding of) Conventional Revolving Loans from Borrower the Increase Lenders in the amounts required by Section 2.01(d)(iv) of a proposed Commitment Increase the Credit Agreement for application as therein set forth and (iv) prior to the Effective Date the Company will deliver to the Administrative Agent if each of a timely Interest Election Request which will apply equally and ratably to all Conventional Revolving Loans outstanding on the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;Effective Date, including those funded on the Effective Date by the Increase Lenders.
(b) no Commitment Each Increase may be Lender agrees that (i) effective on and at all times after the Effective Date, in an amount less than $10,000,000;
(c) no existing Lender shall be obligated addition to increase its all Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Commitments of such Lender (if any) who is increasing its outstanding prior to the Effective Date, such Increase Lender will be bound by all obligations of a Lender under the Credit Agreement in respect of an additional Revolving Commitment and/or in the amount set forth next to the name of such Increase Lender on Schedule A hereto and (ii) on the Effective Date such Increase Lender will fund Conventional Revolving Loans in the amount required by Section 2,01(d)(iv) of the Credit Agreement for application as therein set forth. On the Effective Date, each other institution (if any) that constitutes Increase Lender which was not a permitted assignee under Section 11.04(b) and that has agreed Lender prior to the Increase Effective Date will become a Lender in respect of for all or a portion purposes of the Commitment Increase (each such Lender, a “New Lender”);Credit Agreement.
(ec) Exhibit 2.01(a) to the proposed Commitment IncreaseCredit Agreement is hereby amended and restated in its entirety to read as set forth on Schedule B hereto, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received so as to reflect (i) an agreement setting the additional Revolving Commitment of each Increase Lender as set forth in Schedule A hereto and the pro rata share that such Revolving Commitment Increase, together with Lender Addendums and promissory notes with respect theretobears to the aggregate Revolving Commitments after giving effect to this Amendment, (ii) evidence of corporate authorization on assignments recorded in the part of Register after the Loan Parties with respect to such Commitment Increase, Closing Date and (iii) opinions adjustment of counsel with respect the pro rata shares of the Lenders as necessary to such Commitment Increase, (iv) amendments to reflect the Security Documents in connection with such Commitment Increase, (v) on behalf addition of each existing Lender and/or New Lender participating in such additional Revolving Commitment Increase, payment of fees (if any) agreed and its pro rata share and to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving give effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).such
Appears in 1 contract
Commitment Increase. From (a) The Borrowers may at any time or from time to time after the Closing Date, the Revolving Commitments may be increased Effective Date (but in no event in excess more than five times during the term of $50,000,000 the Facilities), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the aggregate for all such increases) amount of the US Revolving Credit Commitments and/or the Foreign Revolving Credit Commitments (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, a “Commitment Increase”) at ); provided that upon the option effectiveness of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
any Incremental Amendment (a) as defined below), no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no have occurred and be continuing and each Commitment Increase may shall be in an aggregate principal amount that is not less than $10,000,000;
25,000,000 in the case of a Commitment Increase under the US Revolving Credit Facility or €15,000,000 in the case of a Commitment Increase under the Foreign Revolving Credit Facility (c) provided that such amount may be less than $25,000,000 or €15,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases shall not result in the aggregate Commitments exceeding $400,000,000 (calculated based on the Equivalent thereof in US Dollars in the case of Foreign Revolving Credit Commitments). Each notice from the Borrowers pursuant to this Section 2.19 shall set forth the requested amount of the relevant Commitment Increase. Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender shall be obligated will have an obligation to increase its Revolving Commitment in connection with provide a portion of any Commitment Increase;
) or by any other Eligible Assignee (d) the proposed Commitment Increase shall have been consented to in writing provided that any required approval of such Eligible Assignee by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received not be unreasonably withheld or delayed, and the commitment of any such Eligible Assignee to the relevant Commitment Increase is at least $5,000,000 in the case of a Commitment Increase under the US Revolving Credit Facility or €5,000,000 in the case of a Commitment Increase under the Foreign Revolving Credit Facility). Commitments in respect of Commitment Increases shall become Commitments (ior in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule I (with a joinder agreement setting forth in the case of any Eligible Assignee providing any portion of such Commitment Increases), executed by the applicable Administrative Agent, each Lender and Eligible Assignee that is in each case agreeing to provide any portion of the relevant Commitment Increase, together with Lender Addendums and promissory notes with respect theretothe Borrowers. Any such Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (ii) evidence including any increase in the Applicable Margin and the fees set out in Sections 2.09, provided that any such increase shall apply to and be for the benefit of corporate authorization all the Lenders under the applicable Revolving Credit Facility), in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.19. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf date thereof of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses Section 3.02 (a) through (d) above it being understood that all references to “the date of such Borrowing, issuance or renewal” or similar language in connection with such Commitment Increase, Section 3.02 shall be deemed to refer to in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed such instance to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable such Incremental Amendment). The Borrowers may use Commitment Increase, the Increases for any purpose not prohibited by this Agreement. 92 Chemtura (Revolving Lenders (including, without limitation, any new LendersFacility) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).Credit Agreement
Appears in 1 contract
Sources: Senior Secured Revolving Facilities Credit Agreement (Chemtura CORP)
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $1,000,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment IncreaseLender’s prior written consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit E attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days (or such shorter period as the Administrative Agent and the applicable CI Lenders may agree in their sole discretion) after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). US 6975526 WEL554/58028
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a CI Lender’s increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Sources: 364 Day Credit Agreement (Pioneer Natural Resources Co)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 350,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase).
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (a) no Default or i)no Event of Default shall exist or would result from have occurred which is continuing, (ii)no such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented cause the Commitments under this Agreement to in writing by each existing Lender exceed $1,750,000,000, (if any) who is increasing its Revolving iii)no Lender’s Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each shall be increased without such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any ’s prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increasewritten consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit E attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, the Revolving Lenders amount of the requested Commitment Increase (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so provided that after giving effect thereto to such requested Commitment Increase, the Revolving Loans will aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), the identity of each CI Lender, and the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (as defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be held unreasonably withheld), the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Revolving Lenders Administrative Agent and the Borrower (includingsuch date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, without limitationto the extent that there are Loans outstanding as of such date, any new Lenders)each CI Lender shall, pro rata by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: “New Funds Amount” means the amount equal to the product of a CI Lender’s increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent (not to be unreasonably withheld or delayed), to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if (each of the following conditions have been met:
a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $1,000,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment Increase, Lender’s prior written consent and (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans.
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “"Commitment Increase”") at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if (each of the following conditions have been met:
a "CI Lender") or by allowing one or more existing Lenders to increase their respective Commitments; provided, however that (ai) no Default or Event of Default shall exist or would result from have occurred which is continuing, no such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented cause the Commitments under this Agreement to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase$1,000,000,000, (iii) opinions of counsel with respect to no Lender's Commitment shall be increased without such Commitment Increase, Lender's prior written consent and (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans.
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a "Notice of Commitment Increase") in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business December 16, 2003 Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the "Commitment Increase Effective Date").
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender's New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) "New Funds Amount" means the amount equal to the product of a Lender's increased Commitment or a CI Lender's Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) "Reducing Percentage Lender" means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) "Reduction Amount" means the amount by which a Reducing Percentage Lender's outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).. December 16, 2003
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (Pioneer Natural Resources Co)
Commitment Increase. From time (i) On any date prior to time after the Closing latest Termination Date, the Revolving Borrowers may increase the aggregate amount of the Commitments may be increased (but in no event in excess of by an amount not less than $50,000,000 in for any such increase but not more than $500,000,000 (the aggregate “Maximum Accordion Amount”) for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 increases (any such increase, a “Commitment Increase”) at by designating one or more of the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if existing Lenders or one or more Affiliates thereof (each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase which, in its sole discretion, may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated determine whether and to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented what degree to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating participate in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such or one or more other Persons in connection with such Commitment Increase and (vi) evidence of that at the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasetime agree, in each the case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lendersexisting Lender, if any, which have agreed to increase their Revolving Commitments its Commitment (an “Increasing Lender”) and, in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lendersi) each Additional Lender shall make payments be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent agreesin consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon receipt giving effect to the Commitment Increase shall not exceed the amount of all the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such payments, to disburse such amounts notice to the Lenders so and the Fronting Banks.
(ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect thereto to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the Revolving Loans will be held case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Revolving Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit.
(iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder their respective Commitments (after giving effect to the applicable such Commitment Increase).41 753191220
Appears in 1 contract
Sources: Credit Agreement (Firstenergy Corp)
Commitment Increase. From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) Provided that no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who has occurred and is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lendercontinuing, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments subject to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower terms and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 §2.11, the Borrower shall have the option at any time and from time to time before at least three (3) months prior to the Maturity Date to request an increase in the Total Commitment to not more than $100,000,000 (after giving effect to each such increase), by giving written notice to the Agent (each, an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000. Upon receipt of any Increase Notice, the Agent and the Arranger shall use best efforts to, and Borrower may, but shall not require be obligated to, invite one or more Lenders or other banks or lending institutions (which other banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Borrower) to become a Lender and provide an additional Commitment. If the consent requested increase is oversubscribed then the Agent and the Arranger shall allocate the Commitment Increase among the Lenders or other banks or financial institutions who provide such commitment letters on such basis mutually acceptable to each of any Lender other than those Lendersthe Borrower, Agent and Arranger. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Applicable Percentages which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may shall be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on applicable after the effective date of the applicable Commitment IncreaseIncrease specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Commitment.
(b) On each Commitment Increase Date the outstanding principal balance of the Loans shall be reallocated among the Lenders such that after the Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after each Commitment Increase Date) of the outstanding principal amount of all Loans. On each Commitment Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentage.
(c) On each Commitment Increase Date, the Revolving Lenders (includingAgent may unilaterally revise Schedule 1.1 and the Borrower shall, without limitationif requested by such new Lender, any new Lenders) shall make payments execute and deliver to the Administrative Agent, and Agent a new Note for each Lender whose Commitment has changed or who has provided a new Commitment so that the Administrative principal amount of such Lender’s Note shall equal its aggregate Commitment as increased thereby. The Agent agrees, upon receipt of all shall deliver such payments, to disburse such amounts replacement Notes to the respective Lenders so in exchange for the Notes replaced thereby which shall be surrendered by such Lenders and delivered to Borrower. Such new Notes shall provide that after giving effect thereto they are replacements for the Revolving Loans will surrendered Notes and that they do not constitute a novation, shall be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to dated as of the applicable Commitment Increase)Increase Date and shall otherwise be in substantially the form of the replaced Notes.
(d) Notwithstanding anything to the contrary contained herein, any increase in the Total Commitment pursuant to this §2.11 shall be conditioned upon satisfaction or waiver of the following conditions precedent which must be satisfied or waived prior to the effectiveness of any increase of the Total Commitment:
Appears in 1 contract
Commitment Increase. From time to time after (a) Borrower and Guarantors hereby acknowledge and agree that as of the Closing DateEffective Date (as hereinafter defined) and following satisfaction of all conditions thereto as provided herein, the amount of each Revolving Commitments may Credit Lender’s Revolving Credit Commitment and each Term Loan Lender’s Term Loan Commitment, as applicable, shall be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) amount set forth on Schedule 1.1 attached hereto (the “respective amounts by which the Total Revolving Credit Commitment Increase Cap”) such that and the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a Total Term Loan Commitment are being increased hereby being referred to herein collectively as the “Commitment Increase”). In connection with the Commitment Increase, (i) each Revolving Credit Lender which is increasing its Revolving Credit Commitment shall be issued a new Revolving Credit Note in the principal face amount of its Revolving Credit Commitment, which will be a “Revolving Credit Note” under the Credit Agreement, and (ii) each Term Loan Lender which is increasing its Term Loan Commitment shall be issued a new Term Loan Note in the principal face amount of its Term Loan Commitment, which will be a “Term Loan Note” under the Credit Agreement, and each such increasing Lender will promptly after receipt of such new Revolving Credit Note and/or Term Loan Note, as the case may be, return to Borrower its existing Revolving Credit Note and/or Term Loan Note, as the case may be, marked “Replaced.”
(b) On the Effective Date, the outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment Percentage of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. Each of those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans, as necessary to accomplish the required reallocation of the outstanding principal balance of the Revolving Credit Loans.
(c) Subject to the terms and conditions of the Credit Agreement (as amended hereby), the Term Loan Lenders whose Term Loan Commitments are increasing on the Effective Date (the “Increasing Term Loan Lenders”) shall severally and not jointly lend to the Borrower, and the Borrower may borrow from time to time up to a maximum of two (2) times, but only during the period beginning on the Effective Date and ending on the date that is sixty (60) days after the Effective Date (the “Term Loan Increase Commitment Period”), upon notice by the Borrower to the Agent given in accordance with §2.7(b) of the Credit Agreement, such sums as are requested by the Borrower for the purposes set forth in §2.9 of the Credit Agreement up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase any one time equal to the Administrative Agent if lesser of (i) with respect to each Increasing Term Loan Lender, the amount by which such Increasing Term Loan Lender’s Term Loan Commitment is increased on the Effective Date, and (ii) such Increasing Term Loan Lender’s Term Loan Commitment Percentage of the following conditions have been met:
sum of (aA) the Borrowing Base Availability minus (B) the sum of (1) the principal amount of all outstanding Revolving Credit Loans, Term Loans and Swing Loans, plus (2) the aggregate amount of Letter of Credit Liabilities; provided, that, in all events no Default or Event of Default shall exist or would result from such Commitment Increase;
have occurred and be continuing; and provided, further, that the outstanding principal amount of the Revolving Credit Loans, Term Loans (bafter giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any time (X) no Commitment Increase may be in an amount less than $10,000,000;
exceed the lesser of (cA) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
Borrowing Base Availability and (dB) the proposed Total Commitment Increase shall have been consented to in writing by each existing Lender or (if anyY) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes cause a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion violation of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions covenants set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each §7.19 or §9.1 of the BorrowerCredit Agreement, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting nor shall the conditions set forth in this Section 2.20 shall not require outstanding principal amount of the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After Term Loans (after giving effect to any all amounts requested) exceed the Total Term Loan Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt of all such payments, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase). Borrower shall not have the right to draw down any Term Loans in respect of the Commitment Increase after the Term Loan Increase Commitment Period has expired, and the amount of any Term Loan requested during the Term Loan Increase Commitment Period shall be, subject to the terms of the Credit Agreement, not less than $10,000,000.00 and increments of $5,000,000.00 in excess thereof.
Appears in 1 contract
Commitment Increase. From time (a) Subject to time after the Closing Dateterms and conditions set forth herein, the Revolving Commitments may be increased (but in no event in excess Borrower shall have the right, without the consent of $50,000,000 the Lenders, to cause an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of a proposed Commitment Increase this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent if Agent, the Swingline Lender and each of the following conditions have been met:
Issuing Bank (anot to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided that (i) no Default or Event of Default shall exist or would result from have occurred and be continuing as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase;Increase shall be less than $25,000,000, unless the Administrative Agent otherwise consents to a smaller amount (iii) the aggregate amount of all such Commitment Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans.
(b) no The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase may be in an amount less than $10,000,000;
shall specify (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(di) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect effective date of all or a portion of the such Commitment Increase (each such Lenderdate, a “New LenderCommitment Increase Effective Date”);
, which date shall be no earlier than five (e5) Business Days after receipt by the proposed Administrative Agent of such Notice of Commitment Increase, together with any prior (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, shall the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Cap; andEffective Date.
(fc) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have received the following meanings: (i) an agreement setting forth such “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, or a CI Lender’s Commitment (iias applicable) evidence of corporate authorization on the part represented as a percentage of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving aggregate Commitments in connection with such proposed Commitment Increase. After after giving effect to any Commitment Increase, it may be times the case that aggregate principal amount of the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order immediately prior to remedy the foregoing, on the effective date of the applicable giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and the Administrative Agent agrees, upon receipt aggregate principal amount of all such payments, to disburse such amounts to the Lenders so that Loans as a result of borrowings made after giving effect thereto to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Revolving Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans will be held by decrease as of any Commitment Increase Effective Date (without regard to the Revolving Lenders (including, without limitation, effect of any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (borrowings made on such Commitment Increase Effective Date after giving effect to the applicable Commitment IncreaseIncrease occurring on such Commitment Increase Effective Date).
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Commitment Increase. From (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 an increase in the aggregate for all such increases) Commitments of the Lenders (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant by adding to delivery of written notice from Borrower of this Agreement one or more additional financial institutions that is not already a proposed Commitment Increase Lender hereunder and that is reasonably satisfactory to the Administrative Agent if or by allowing one or more existing Lenders to increase their respective Commitments (each of the following conditions have been met:
a “CI Lender”); provided, however that (ai) no Default or Event of Default shall exist or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who occurred which is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect theretocontinuing, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to no such Commitment IncreaseIncrease shall cause the Commitments under this Agreement to exceed $1,750,000,000, (iii) opinions of counsel with respect to no Lender’s Commitment shall be increased without such Commitment IncreaseLender’s prior written consent, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoingif, on the effective date of such increase, any Loans have been funded, then the applicable Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit G attached hereto (a “Joinder Agreement”).
(b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the Revolving aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (includingas defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), without limitationthe Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, any new Lendersto the extent that there are Loans outstanding as of such date, (i) shall make payments each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative AgentAgent such CI Lender’s New Funds Amount, and which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent agreesshall, upon receipt by wire transfer of all immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such paymentsReducing Percentage Lender, to disburse such amounts to the Lenders so that after giving effect thereto the Revolving Loans will be held shall constitute a prepayment by the Revolving Lenders (includingBorrower pursuant to Section 2.11, without limitation, any new Lenders), pro rata ratably in accordance with the Pro Rate Percentages hereunder respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a CI Lender’s increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the applicable Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).
Appears in 1 contract
Sources: 5 Year Revolving Credit Agreement (Pioneer Natural Resources Co)
Commitment Increase. From time (a) Each Augmenting Lender agrees that, on and as of the Amendment Effective Date (as defined below), such Augmenting Lender shall hold a Revolving Commitment equal to time the amount set forth opposite its name on Schedule I hereto. Each Augmenting Lender further acknowledges and agrees that the date referred to in clause (a) of the term “Revolving Maturity Date”, as such term applies to such Augmenting Lender and its Revolving Commitment, is July 6, 2024. The parties hereto hereby acknowledge that, on the Amendment Effective Date immediately after the Closing Dateeffectiveness of the Commitment Increase contemplated hereby, the Revolving Commitments may be increased (but in no event in excess Commitment of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met:
(a) no Default or Event of Default shall exist or would result from such Commitment Increase;Lender are as set forth on Schedule II hereto.
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Each Augmenting Lender acknowledges and agrees that, on and as of the Amendment Effective Date, such Augmenting Lender shall become a party to the Credit Agreement and shall be obligated to increase its a Lender and a Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase Lender under, and shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) all the rights and that has agreed to become obligations of a Lender in respect of all or and a portion Revolving Lender under, the Credit Agreement. In furtherance of the Commitment Increase (foregoing, each such LenderAugmenting Lender acknowledges and agrees that, a “New Lender”);
(e) on the proposed Commitment Increase, together with Amendment Effective Date and without any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization further action on the part of the Loan Parties with respect applicable Issuing Bank or the Revolving Lenders, each Issuing Bank shall have granted to such Commitment IncreaseAugmenting Lender, (iii) opinions and such Augmenting Lender shall have acquired from such Issuing Bank, a participation in each Letter of counsel with respect Credit issued by such Issuing Bank and outstanding on the Amendment Effective Date equal to such Augmenting Lenders’ ratable share (based on its Revolving Commitment Increase, (iv) amendments and as automatically redetermined on the Amendment Effective Date to give effect to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vieffected hereby) evidence of the satisfaction amount available to be drawn under such Letter of Credit. Such participation shall be governed by the terms of Section 2.21 of the conditions set forth in clauses Credit Agreement.
(ac) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, each Issuing Bank and each Swingline Lender hereby approves, for purposes of Section 2.18(a) of the Credit Agreement with respect to the Commitment Increase effected hereby, the identity of each Augmenting Lender.
(d) The parties hereto agree that this Amendment, together with the related prior written notice delivered by the Parent Borrower to the Administrative Agent agreespursuant to Section 2.18(a) of the Credit Agreement, upon receipt of all such payments, to disburse such amounts constitute the Increase Amendment with respect to the Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Pro Rate Percentages hereunder (after giving effect to the applicable Commitment Increase)Increase effected hereby.
Appears in 1 contract
Sources: Credit Agreement (Kraft Heinz Co)
Commitment Increase. From time (a) The Borrowers may by written notice to time after the Closing Date, Administrative Agent elect to increase the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any each such increase, a “Commitment Increase”, and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”); provided that after giving effect to all such Commitment Increases, the Commitments do not exceed $500,000,000 at any time. Each such increase shall be in an aggregate amount of not less than $10,000,000 individually (or such lesser amount as may be approved by the Administrative Agent in its reasonable discretion). Each such notice shall specify the date (each, a. “Increased Amount Date”) at on which the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Borrowers propose that the Commitment Increase shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrowers may approach any Lender or any Person that is reasonably acceptable to the Administrative Agent if each (such approval not to be ABL CREDIT AGREEMENT unreasonably withheld, delayed or conditioned) and that would otherwise qualify as an Eligible Assignee to provide all or a portion of the following conditions have been met:
Commitment Increase; provided that any Lender offered or approached to provide all or a portion of the Commitment Increase may elect or decline, in its sole discretion, to provide a Commitment Increase. In each case, such Commitment Increase shall become effective as of the applicable Increased Amount Date; provided further that (ai) no Default or Event of Default shall exist on such Increased Amount Date before or would result from such Commitment Increase;
(b) no Commitment Increase may be in an amount less than $10,000,000;
(c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase;
(d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (each such Lender, a “New Lender”);
(e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and
(f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect after giving effect to such Commitment Increase, (iiiii) opinions all representations and warranties made by any Borrower contained herein or in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf date of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase (except where such representations and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increasewarranties expressly relate to an earlier date, in each which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), (iii) the Administrative Agent may reasonably request. Each of Commitment Increase shall be effected pursuant to one or more Joinder Agreements executed and delivered by the BorrowerBorrowers, the Additional Commitment Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall make payments to the Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.17(e) and (f), (iv) the Borrowers shall make any payments required pursuant to Section 2.16 in connection with the Commitment Increase, as applicable, (v) the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent agreesin connection with any such transaction, upon receipt and (vi) the Commitment Increase shall be offered on the same terms as existing Commitments (other than arrangement, upfront or similar fees).
(b) The Administrative Agent will effect a settlement on each Increased Amount Date of all such payments, to disburse such amounts outstanding Loans among the Lenders that will reflect the adjustments to the Lenders so that after giving effect thereto Commitments of such Lenders. Any interest, fees and other payments accrued prior to the Increased Amount Date with respect to the interests and obligations of any Revolving Loans will be held of a Lender transferred by the Revolving Lenders (including, without limitation, any new Lenders), pro rata such Lender in accordance with such settlement shall be for the Pro Rate Percentages hereunder (account of the transferring Lender. Any interest, fees and other payments accrued on and after giving effect the Increased Amount Date with respect to the applicable Commitment Increase)interests and obligations acquired by a Lender hereunder as a result of such settlement shall be for the account of the acquiring Lender.
(c) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Administrative Borrower, to effect the provision of this Section 2.22. This Section 2.22 shall supersede any provisions in Section 2.18 and Section 9.02 to the contrary.
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