Company Request. The Company, on behalf of the Borrowers, may by written notice to the Administrative Agent elect to request prior to the Maturity Date for the Revolving Facility, an increase to the existing Revolving Commitments (each, an “Incremental Revolving Commitment”), which may include an increase to the Canadian Sublimit or may be provided in the form of Incremental Foreign Revolving Commitments, subject to the requirements of clause (b) below, by an aggregate amount not to exceed the U.S. Dollar Equivalent of $150,000,000 from one or more Lenders (which may include any existing Lender) or other Persons that are Eligible Assignees willing to provide such Incremental Revolving Commitments, as the case may be, in their own discretion. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Company proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such other date as agreed to by the Administrative Agent), (ii) whether or not such Incremental Revolving Commitment shall (x) take the form of Incremental Foreign Revolving Commitments or (y) include an increase to the Canadian Sublimit and (iii) the identity of each Lender or Eligible Assignee to whom the Company proposes any portion of such Incremental Revolving Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment. Each Incremental Revolving Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Revolving Commitments set forth in above).
Company Request. 3 Components.................................................... 3
Company Request. The Company may at any time and from time to time by written notice to the Administrative Agent elect to request (x) prior to the Maturity Date for any Revolving Credit Facility, an increase to the existing Revolving Credit Commitments under such Revolving Credit Facility (each, an “Incremental Revolving Commitment”) and/or (y) the establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), for so long as the Aggregate Incremental Amount does not exceed the Incremental Cap. Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Company proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Company proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Commitments set forth in above).
Company Request. After the Closing Date, the Company may by written notice to the Lender request (x) commitments (each, an “Incremental Term Increase”) to increase the aggregate principal amount of the existing Term Facility or to establish one or more new Term Facilities (each, an “Incremental Term Facility”) and/or (y) commitments (each, an “Incremental Revolving Increase”) to increase the Revolving Credit Commitments under the existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Increase, Incremental Term Facility and Incremental Revolving Increase, the “Incremental Facilities”) not to exceed $10,000,000 in the aggregate at the time any such Incremental Facility is funded or established, as applicable, from the Lender in its sole discretion. Each such notice shall specify the date (each, an “Incremental Effective Date”) on which the Company proposes that the Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Lender (or such shorter period approved by the Lender); provided that, for the avoidance of doubt, the Lender may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Facilities set forth in above).
Company Request. 5 Consolidated Cash Flow Available for Fixed Charges........................................................5
Company Request. The Company may request that the Member transfer its membership interest to a third party (e.g. to a different non-profit corporation). If the Company requests such action, the Member will agree so long as the Member reasonably believes, in the Member’s sole discretion, that the action is (a) in or not opposed to the best interest of the Company, and (b) consistent with Member’s fiduciary and legal obligations and its obligations to its members and stakeholders.
Company Request. Company has formed a Wholly-Owned Subsidiary of the Company for the purpose of acquiring Medstone International, Inc., a Delaware corporation, substantially on the terms and conditions presented to Lenders by Borrower (the “Medstone Acquisition”). Company has requested that Lenders permit the Medstone Acquisition substantially in accordance with the terms and conditions presented. Company has also requested that certain provisions of the Loan Agreement be amended to reflect an accounting change required under Financial Accounting Standards Board Statement 150.
Company Request. The Company hereby requests the Trustee to execute this Second Supplemental Indenture.
Company Request. Company has formed a Wholly-Owned Subsidiary of the Company for the purpose of acquiring Aluminum Body Corporation, a California corporation (the “Aluminum Body Acquisition”). In connection with the Aluminum Body Acquisition, Company assumed the obligations of Aluminum Body Corporation under a guaranty of a letter of credit (the “LC Guaranty”). Certain assets acquired by Company in the Aluminum Body Acquisition were subject to existing liens (the “Aluminum Liens”). As a result of the Aluminum Body Acquisition, the LC Guaranty, and the Aluminum Liens, Company is not in compliance with (a) Paragraphs (e), (f), and (g) of the definition of Permitted Acquisition, (b) the prohibition on additional Liens set forth in Section 8.01 of the Credit Agreement, and (c) the prohibition on additional Debt set forth in Section 8.03 of the Credit Agreement (the violations referenced in subclauses (a) through (c) of this Section 1 are collectively, the “Covenant Violations”). Company has requested that Lenders waive any Default or Event of Default resulting from the Covenant Violations. Company has also requested that certain provisions of the Loan Agreement be amended. Company has also advised Lenders that it has formed a Subsidiary (“Merger Sub”) into which Xxxxxxxxxx Communications, Inc., a Pennsylvania corporation, was merged resulting in a Wholly-Owned Subsidiary of the Company (the “Xxxxxxxxxx Acquisition”). August 15, 2003 Page 2
Company Request. (A) In connection with the acquisition by Company of Aluminum Body Corporation, a California corporation (the “Aluminum Body Acquisition”), Company assumed the obligations of Aluminum Body Corporation under a guaranty of a letter of credit (the “LC Guaranty”). Lenders have previously waived any Default existing as a result of the LC Guaranty and agreed that the Debt represented by the LC Guaranty would be excluded from the calculations of the financial covenants set forth in Section 8.11 of the Loan Agreement (the “LC Guaranty Waiver”). Pursuant to the Waiver Letter, the LC Guaranty Waiver expires on February 10, 2005. As of February 10, 2005, the LC Guaranty is still outstanding, which absent the waivers granted hereunder, would create a violation of the prohibition on additional Debt set forth in Sections 8.02 and 8.03 of the Loan Agreement (the “LC Guaranty Violation”).
