Facility Increases. (i) The Company may from time to time after the Closing Date, with the consent of the Administrative Agent, request (i) one or more increases in the Revolving Credit Commitments (each a “Revolving Commitment Increase”) or (ii) one or more increases in the Term Loan Commitments or additional tranches of term loans (each a “Term Loan Increase”); provided, however, that (A) the aggregate principal amount of all Facility Increases shall not exceed $300,000,000 and (B) each Facility Increase shall be in an amount not less than $25,000,000 (or, in the case of additional term loans on terms different from the existing Term Loans, $50,000,000). Nothing in this Agreement shall be construed to obligate the Administrative Agent, the Mexican Facility Agent, any Arranger or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent shall promptly notify each Lender of each proposed Facility Increase and of the proposed terms and conditions therefor agreed between the Company and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facility Increase by forwarding its commitment therefor to the Administrative Agent. The Administrative Agent, upon receipt of written commitments from Eligible Assignees in form and substance satisfactory to the Administrative Agent, shall allocate, in its sole discretion, to each such Eligible Assignee commitments with respect to such Facility Increase not to exceed the amount of written commitments received from such Eligible Assignee. Each Facility Increase shall become effective on a date agreed by the Company and the Administrative Agent (each a “Facility Increase Date”); provided, however, that the conditions precedent set forth in Section 3.4 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or prior to each such Facility Increase Date. The Administrative Agent shall notify the Lenders and the Company, on or before 1:00 p.m., New York City time, on the first Business Day following a Facility Increase Date of the effectiveness of a Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase. (ii) (A) The loans and commitments extended pursuant to any Facility Increase shall rank pari passu in right of payment with all other Loans and Commitments, (B) the Weighted Average Life to Maturity of the additional Term Loans under any Term Loan Increase shall not be shorter than the remaining average life to maturity of the Term Loan Facility prior to giving effect to such Term Loan Increase and (C) the final maturity date of the additional Term Loans shall not be earlier than the Term Loan Maturity Date. (iii) From and after the Facility Increase Date for any Revolving Commitment Increase, (A) the commitments under such Revolving Commitment Increase shall be deemed for all purposes part of the Revolving Credit Commitments, (B) each Eligible Assignee participating in such Revolving Commitment Increase shall become a Revolving Credit Lender and (C) the commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Facility Increase Date for any Revolving Credit Commitment Increase, each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall purchase and assume from each existing Revolving Credit Lender having Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Ratable Portion of the new Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase), in the aggregate outstanding Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans, so as to ensure that, on the Facility Increase Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Credit Lender is owed only its Ratable Portion of the Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date.
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Sources: Credit Agreement (Marquee Holdings Inc.), Credit Agreement (Amc Entertainment Inc)
Facility Increases. (i) The Company may from time to time after the Closing Amendment No. 3 Effective Date, with the consent of the Administrative Agent, request (i) one or more increases in the Revolving Credit Commitments (each a “Revolving Commitment Increase”) or (ii) one or more increases in the Term B-2 Loan Commitments Facility or additional tranches of term loans (each a “Term Loan Increase”); provided, however, that (A) the aggregate principal amount of all Facility Increases shall not exceed $300,000,000 and (B) each Facility Increase shall be in an amount not less than $25,000,000 (or, in the case of additional term loans on terms different from the existing Term B-2 Loans, $50,000,000). Nothing in this Agreement shall be construed to obligate the Administrative Agent, the Mexican Facility Agent, any Arranger or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent shall promptly notify each Lender of each proposed Facility Increase and of the proposed terms and conditions therefor agreed between the Company and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facility Increase by forwarding its commitment therefor to the Administrative Agent. The Administrative Agent, upon receipt of written commitments from Eligible Assignees in form and substance satisfactory to the Administrative Agent, shall allocate, in its sole discretion, to each such Eligible Assignee commitments with respect to such Facility Increase not to exceed the amount of written commitments received from such Eligible Assignee. Each Facility Increase shall become effective on a date agreed by the Company and the Administrative Agent (each a “Facility Increase Date”); provided, however, that the conditions precedent set forth in Section 3.4 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or prior to each such Facility Increase Date. The Administrative Agent shall notify the Lenders and the Company, on or before 1:00 p.m., New York City time, on the first Business Day following a Facility Increase Date of the effectiveness of a Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.
(ii) (A) The loans and commitments extended pursuant to any Facility Increase shall rank pari passu in right of payment with all other Loans and Commitments, (B) the Weighted Average Life to Maturity of the additional Term Loans under any Term Loan Increase shall not be shorter than the remaining average life to maturity of the Term B-2 Loan Facility prior to giving effect to such Term Loan Increase and (C) the final maturity date of the additional Term Loans shall not be earlier than the Term B-2 Loan Maturity Date.
(iii) From and after the Facility Increase Date for any Revolving Commitment Increase, (A) the commitments under such Revolving Commitment Increase shall be deemed for all purposes part of the Revolving Credit Commitments, (B) each Eligible Assignee participating in such Revolving Commitment Increase shall become a Revolving Credit Lender and (C) the commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Facility Increase Date for any Revolving Credit Commitment Increase, each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall purchase and assume from each existing Revolving Credit Lender having Revolving Loans and participations in Letters of Credit, Peso Loans Credit and Swing Loans outstanding on such Facility Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Ratable Portion of the new Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase), in the aggregate outstanding Revolving Loans and participations in Letters of Credit, Peso Loans Credit and Swing Loans, so as to ensure that, on the Facility Increase Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Credit Lender is owed only its Ratable Portion of the Revolving Loans and participations in Letters of Credit, Peso Loans Credit and Swing Loans outstanding on such Facility Increase Date.
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Facility Increases. (ia) The Company may from time Borrower may, not more than once in any year, by notice to time after the Closing Date, with the consent of the applicable Administrative Agent, request (i) one or more increases in that the aggregate amount of the Revolving Credit Commitments be increased by a minimum amount equal to $100,000,000 or an integral multiple of $100,000,000 in excess thereof (each a “Revolving Commitment Increase”) or and/or (ii) one or more increases incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more additional Initial Term Loans (any such additional term loan, each an “Incremental Term Loan” and together with the Revolving Commitment Increases, a “Facility Increase”) in a minimum amount equal to $100,000,000 or an integral multiple in excess thereof, to be effective as of a date (the “Increase Date”) that is at least 90 days prior to the scheduled Revolving Maturity Date then in effect (in the case of a Revolving Commitment Increase) or the Initial Term Loan Commitments or additional tranches Maturity Date then in effect (in the case of term loans (each a “an Incremental Term Loan Increase”)Loan) as specified in the related notice to the applicable Administrative Agent; provided, however, that (A) no 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 after giving effect thereto, the aggregate principal amount of all such Facility Increases shall does not exceed $300,000,000 500,000,000.
(b) The applicable Administrative Agent shall promptly notify the Lenders of a request by the Borrower for a Facility Increase, which notice shall include (i) the proposed amount of such requested Facility Increase and whether such Facility Increase constitutes a Revolving Commitment Increase or an Incremental Term Loan, (ii) the proposed Increase Date and (Biii) each the date by which Lenders wishing to participate in the Facility Increase must provide their commitment thereto (the “Commitment Date”). Each Lender that is willing to participate in such requested Facility Increase (each an “Increasing Lender”) shall give written notice to the applicable Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Commitment and/or provide an Incremental Term Loan, as applicable. If the Lenders notify the applicable Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments or provide Incremental Term Loans by an aggregate amount that exceeds the amount of the requested Facility Increase, then the requested Facility Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the applicable Administrative Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Revolving Commitment and/or provide an Incremental Term Loan, as applicable.
(c) Promptly following each Commitment Date, the applicable Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Facility Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Facility Increase on any such Commitment Date is less than the requested Facility Increase, then the Borrower may extend offers to one or more Persons reasonably acceptable to the applicable Administrative Agent (each, an “Eligible Assignee”) to participate in any portion of the requested Facility Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount not less than of $25,000,000 or an integral multiple of $1,000,000 in excess thereof.
(ord) On each Increase Date, in the case of additional term loans on terms different from the existing Term Loans, $50,000,000). Nothing in this Agreement shall be construed to obligate the Administrative Agent, the Mexican Facility Agent, any Arranger or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent shall promptly notify (x) each Lender of each proposed Facility Increase and of the proposed terms and conditions therefor agreed between the Company and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit Eligible Assignee that accepts an offer to participate in such a requested Facility Increase by forwarding its commitment therefor to the Administrative Agent. The Administrative Agent, upon receipt of written commitments from Eligible Assignees in form and substance satisfactory to the Administrative Agent, shall allocate, in its sole discretion, to accordance with Section 2.20(c) (each such Eligible Assignee commitments and each Eligible Assignee that agrees to an extension of the Maturity Date in accordance with respect Section 2.21(c), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date, (y) the Revolving Commitment of each Increasing Lender for such requested Revolving Commitment Increase shall be so increased by such amount (or by the amount allocated to such Facility Lender pursuant to the last sentence of Section 2.20(b)) as of such Increase not Date and (z) each Increasing Lender shall make, in accordance with Section 2.1(b), its Incremental Term Loan in an amount equal to exceed its offered Incremental Term Loan Commitment (or the amount allocated to such Lender pursuant to the last sentence of written commitments received from such Eligible Assignee. Each Facility Increase shall become effective on a date agreed by the Company and the Administrative Agent (each a “Facility Increase Date”Section 2.20(b)); provided, however, that the applicable Administrative Agent shall have received on or before such Increase Date the following, each dated as of such date:
(A) a certificate of the Borrower signed by an authorized officer of the Borrower (1) certifying and attaching the resolutions adopted by the Board of Directors of the Borrower or the executive committee of such Board approving the Facility Increase and the corresponding modifications to this Agreement, and (2) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article IV and the other Loan Documents are true and correct in all material respects (or if qualified as to materiality or Material Adverse Effect, in all respects) on and as of the Increase Date, assuming for purposes hereof that the references therein to the “Effective Date” shall be deemed to be to the “Increase Date” and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.20, the representations and warranties contained in Section 4.4(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 6.1, and (y) no Default exists, (B) a certificate of the Borrower signed by an authorized officer of the Borrower certifying that (and attaching calculations demonstrating that) the Borrower is in pro forma compliance with Section 6.9 (determined on a pro forma basis for the Measurement Period then most recently ended for which the applicable Administrative Agent has received the financial statements required by Section 6.1 or for which such financial statements were required to have been delivered, as if such Facility Increase and all Loans available thereunder had been made, and any related Indebtedness had been incurred, on the last day of such Measurement Period) and (C) an opinion of counsel for the Borrower (which may be in-house counsel) in form and substance reasonably satisfactory to the applicable Administrative Agent;
(ii) a joinder agreement from each Assuming Lender, if any, in form and substance satisfactory to such Assuming Lender, the Borrower and the applicable Administrative Agent (each a “Joinder Agreement”), duly executed by such Assuming Lender, the applicable Administrative Agent and the Borrower; and
(iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Commitment and/or its Incremental Term Loan Commitment in a writing satisfactory to the Borrower and the applicable Administrative Agent.
(e) On each Increase Date in respect of a Revolving Commitment Increase, upon fulfillment of the conditions precedent set forth in Section 3.4 2.20(d), in the event any Revolving Loans are then outstanding, (Conditions Precedent i) each relevant Increasing Lender and Assuming Lender shall make available to Each Facility Increase) shall have been satisfied on or prior to each the Revolver Administrative Agent such Facility Increase Date. The amounts in immediately available funds as the Revolver Administrative Agent shall notify determine, for the Lenders and the Company, on or before 1:00 p.m., New York City time, on the first Business Day following a Facility Increase Date benefit of the effectiveness of a Facility Increase and shall record other Lenders, as being required in the Register all applicable additional information in respect of such Facility Increase.
(ii) (A) The loans and commitments extended pursuant order to any Facility Increase shall rank pari passu in right of payment with all other Loans and Commitmentscause, (B) the Weighted Average Life to Maturity of the additional Term Loans under any Term Loan Increase shall not be shorter than the remaining average life to maturity of the Term Loan Facility prior to after giving effect to such Term Loan Increase and (C) the final maturity date of the additional Term Loans shall not be earlier than the Term Loan Maturity Date.
(iii) From and after the Facility Increase Date for any Revolving Commitment Increase, (A) the commitments under such applicable Revolving Commitment Increase shall be deemed for all purposes part and the application of such amounts to make payments to such other Lenders, the Revolving Credit Commitments, (B) each Eligible Assignee participating in such Revolving Commitment Increase shall become a Revolving Credit Lender and (C) the commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions Loans to be held ratably by all Lenders as the Revolving Credit Commitments. On the Facility Increase Date for any Revolving Credit Commitment Increase, each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall purchase and assume from each existing Revolving Credit Lender having Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Ratable Portion of the new Revolving Credit Commitments date in accordance with their respective Applicable Percentages (after giving effect to such the Revolving Credit Commitment Increase), in (ii) the aggregate Borrower shall be deemed to have prepaid and reborrowed all outstanding Revolving Loans made to it as of such Commitment Date (with each such borrowing to consist of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.2) and participations (iii) the Borrower shall pay to the Lenders the amounts, if any, payable under Section 2.16 as a result of such prepayment.
(f) On each Increase Date on which any Incremental Term Loan Commitment becomes effective, upon satisfaction or waiver of the conditions set forth in Letters of CreditSection 2.20(d), Peso each Increasing Lender with an Incremental Term Loan Commitment shall make, or be obligated to make, an Incremental Term Loan to the Borrower in an amount equal to its allocated commitment.
(g) All terms and conditions applicable to each Revolving Commitment increased pursuant to a Facility Increase shall be identical to the terms and conditions applicable to the existing Revolving Commitments. All terms and conditions applicable to each Incremental Term Loan shall be identical to the terms and conditions applicable to the initial Initial Term Loans and Swing the Incremental Term Loans shall be deemed to be Initial Term Loans, so as to ensure that, on the Facility Increase Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Credit Lender is owed only its Ratable Portion .
(h) Each of the Revolving parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Incremental Term Loans and participations Revolving Commitments increased, in Letters each case, pursuant to this Section 2.20 and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Creditthe applicable Administrative Agent and the Borrower, Peso Loans to effect the provisions of this Section 2.20, and Swing Loans outstanding on the Lenders hereby expressly authorize the applicable Administrative Agent to enter into any such Facility Increase Dateamendment.
(i) This Section 2.20 shall supersede any provisions in Section 2.18 or 10.2 to the contrary.
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Facility Increases. (ia) The Company may Subject to the terms and conditions set forth herein, TWC shall have the right, without the consent of the Banks but with the prior approval of the Agent and the Issuing Banks (not to be unreasonably withheld), to cause from time to time after the Closing Date, with the consent of the Administrative Agent, request (i) one or more increases an increase in the Revolving Credit Commitments of the Banks for TWC (a "Revolving Credit Facility Increase”) by adding to this Agreement one or more additional financial institutions that are not already Banks and that are approved by the Agent and the Issuing Banks (not to be unreasonably withheld) (each a “New Revolving Commitment IncreaseBank”) or by allowing one or more existing Banks to increase their respective Revolving Credit Commitments for TWC or both; provided, that (i) a Revolving Credit Facility Increase shall be permitted only if (1) no Default or Event of Default shall have occurred and be continuing at the time the related Revolving Credit Facility Increase Notice is given and no Default or Event of Default shall have occurred and be continuing at the time such Revolving Credit Facility Increase becomes effective, (2) the aggregate amount of all Revolving Credit Facility Increases on or after the date hereof shall not exceed $225,000,000, and (3) the amount of such Revolving Credit Facility Increase is at least $25,000,000 (or the remaining amount of such $225,000,000 not subject to prior Revolving Credit Facility Increases), (ii) one no Revolving Credit Commitment of any Bank shall be increased without such Bank’s prior written consent, and (iii) if, on the effective date of any Revolving Credit Facility Increase, any Revolving Credit Advance is outstanding, then TWC shall be obligated to pay any loss, cost or more increases expense contemplated by Section 8.4(c) in connection with any assignment pursuant to a Transfer Agreement referred to in Section 2.19(c) and the fees referred to in clause (iv) of Section 8.5(a) in connection with the Transfer Agreements referred to in Section 2.19(c).
(b) Any Revolving Credit Facility Increase shall be requested by written notice from TWC to the Agent (a “Revolving Credit Facility Increase Notice”) in the Term Loan Commitments or additional tranches form of term loans Exhibit H. Each such Revolving Credit Facility Increase Notice shall specify (i) the proposed effective date of such Revolving Credit Facility Increase, which date shall be a Business Day and shall be no earlier than 5 Business Days after receipt by the Agent of such Revolving Credit Facility Increase Notice, (ii) the amount of any requested Revolving Credit Facility Increase, (iii) the identity of each a “Term Loan Increase”); providedNew Revolving Bank and each Bank, howeverif any, that has agreed in writing to increase its Revolving Credit Commitment for TWC, and (iv) the amount of the respective Revolving Credit Commitments for TWC of the then existing Banks and the New Revolving Banks from and after the Revolving Credit Facility Increase Effective Date. If (A) the aggregate principal amount of all Facility Increases shall not exceed $300,000,000 Agent and (B) each the Issuing Banks consent to such Revolving Credit Facility Increase shall be in an amount not less than $25,000,000 (or, in the case of additional term loans on terms different from the existing Term Loans, $50,000,000). Nothing in this Agreement shall be construed to obligate the Administrative Agent, the Mexican Facility Agent, any Arranger or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent shall promptly notify each Lender of each proposed Facility Increase and of the proposed terms and conditions therefor agreed between the Company and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facility Increase by forwarding its commitment therefor to the Administrative Agent. The Administrative Agent, upon receipt of written commitments from Eligible Assignees in form and substance satisfactory to the Administrative Agent, shall allocate, in its sole discretion, to each such Eligible Assignee commitments with respect to such Facility Increase consent not to exceed the amount of written commitments received from such Eligible Assignee. Each Facility Increase shall become effective on a date agreed by the Company and the Administrative Agent (each a “Facility Increase Date”be unreasonably withheld); provided, however, that the conditions precedent set forth in Section 3.4 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or prior to each such Facility Increase Date. The Administrative Agent shall notify the Lenders and the Company, on or before 1:00 p.m., New York City time, on the first Business Day following a Facility Increase Date of the effectiveness of a Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.
(ii) (A) The loans and commitments extended pursuant to any Facility Increase shall rank pari passu in right of payment with all other Loans and Commitments, (B) TWC, the Weighted Average Life Agent, the Issuing Banks and each Bank that has agreed in writing to Maturity increase its Revolving Credit Commitment to TWC execute a Revolving Credit Commitment Increase Agreement in substantially the form of Exhibit J-2 and TWC, the additional Term Loans under any Term Loan Agent, the Issuing Banks and each New Revolving Bank execute a Revolving Credit Commitment Increase shall not be shorter than Agreement in substantially the remaining average life to maturity form of the Term Loan Facility prior to giving effect to such Term Loan Increase Exhibit J-1, and (C) the final maturity date of Agent has received the additional Term Loans Transfer Agreements contemplated by Section 2.19(c), then the Agent and the Issuing Banks shall not be earlier than the Term Loan Maturity Date.
(iii) From and after the Facility Increase Date for any Revolving Commitment Increase, (A) the commitments under such Revolving Commitment Increase shall be deemed for all purposes part execute a counterpart of the Revolving Credit Commitments, (B) each Eligible Assignee participating in Facility Increase Notice and such Revolving Commitment Credit Facility Increase shall become a be effective on the proposed effective date set forth in the Revolving Credit Lender Facility Increase Notice (if the Agent and the Issuing Banks consented to such Revolving Credit Facility Increase prior to such proposed date) or on another date agreed to by the Agent, the Issuing Banks and TWC (Csuch date of effectiveness referred to as the “Revolving Credit Facility Increase Effective Date”).
(c) the commitments under At least three Business Days before each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Facility Increase Effective Date for relating to any Revolving Credit Commitment Facility Increase, each Lender or Eligible Assignee participating in if the Agent and the Issuing Banks have consented to such Revolving Credit Commitment Increase Facility Increase, the Banks, the New Revolving Banks, the Issuing Banks and TWC shall purchase enter into and assume from each existing deliver to the Agent appropriate Transfer Agreements, effective on such Revolving Credit Lender having Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Effective Date, without recourse or warranty, an undivided interest and participation, to the extent of in amounts such Lender’s Ratable Portion of the new Revolving Credit Commitments (that after giving effect to such Revolving Credit Facility Increase and such Transfer Agreements, each Bank (including the New Revolving Banks and each Bank that has agreed to increase its Revolving Credit Commitment to TWC as a part of such Revolving Credit Facility Increase), ) hold Revolving Credit Advances of each of the Borrowers ratably according to their respective Revolving Credit Commitments for TWC.
(d) Each Revolving Credit Facility Increase shall become effective on the related Revolving Credit Facility Increase Effective Date and upon such effectiveness (i) the Agent shall record in the aggregate outstanding Register each New Revolving Loans and participations Bank’s information as provided in Letters of Credit, Peso Loans and Swing Loans, so as to ensure that, on the Revolving Credit Facility Increase Date Notice and pursuant to an administrative questionnaire satisfactory to the Agent that shall be executed and delivered by each New Revolving Bank to the Agent on or before the Revolving Credit Facility Increase Effective Date, (ii) part A of Schedule III shall be amended and restated to set forth all Banks (including any New Revolving Banks) that will be Banks hereunder after giving effect to such Revolving Credit Commitment Facility Increase (which shall be attached to the applicable Revolving Credit Facility Increase Notice and the Agent shall distribute to each Bank a copy of such amended and restated part A of Schedule III), and (iii) each New Revolving Bank identified on the Revolving Credit Facility Increase Notice for such Revolving Credit Facility Increase shall be a “Bank” for all purposes under this Agreement.
(e) Subject to the terms and conditions set forth herein, TWC shall have the right, without the consent of the Banks but with the prior approval of the Agent (not to be unreasonably withheld), to cause from time to time an increase in the Letter of Credit Commitments (a "Letter of Credit Facility Increase”) by adding to this Agreement, as Issuing Banks, one or more additional financial institutions (including any existing Bank) that are not already Issuing Banks and that are approved by the Agent (not to be unreasonably withheld) (each a “New Letter of Credit Issuing Bank”) or by allowing one or more existing Issuing Banks to increase their respective Letter of Credit Commitments or both; provided, that (i) a Letter of Credit Facility Increase shall be permitted only if (1) no Default or Event of Default shall have occurred and be continuing at the time the related Letter of Credit Facility Increase Notice is given and no Default or Event of Default shall have occurred and be continuing at the time such Letter of Credit Facility Increase becomes effective, (2) the aggregate amount of all Letter of Credit Facility Increases on or after the date hereof shall not exceed $225,000,000, (3) the amount of such Letter of Credit Facility Increase is at least $25,000,000 (or the remaining amount of such $225,000,000 not subject to prior Letter of Credit Facility Increases), and (4) a Revolving Credit Facility Increase becomes effective on the same date that such Letter of Credit Facility Increase becomes effective and in the same amount, or a greater amount, as such Letter of Credit Facility Increase, (ii) no Issuing Bank’s Letter of Credit Commitment shall be increased without such Issuing Bank’s prior written consent, and (iii) no Bank shall be required to become an Issuing Bank.
(f) Any Letter of Credit Facility Increase shall be requested by written notice from TWC to the Agent (a “Letter of Credit Facility Increase Notice”) in the form of Exhibit I. Each such Letter of Credit Facility Increase Notice shall specify (i) the proposed effective date of such Letter of Credit Facility Increase, which date shall be a Business Day and shall be no earlier than 5 Business Days after receipt by the Agent of such Letter of Credit Facility Increase Notice, (ii) the amount of any requested Letter of Credit Facility Increase, (iii) the identity of each Revolving New Letter of Credit Lender is owed only Issuing Bank and each Issuing Bank, if any, that has agreed in writing to increase its Ratable Portion Letter of Credit Commitment, and (iv) the amount of the Revolving Loans respective Letter of Credit Commitments of the then existing Issuing Banks and participations in Letters the New Letter of Credit, Peso Loans Credit Issuing Banks from and Swing Loans outstanding on such after the Letter of Credit Facility Increase Effective Date. If the Agent consents to such Letter of Credit Facility Increase (such consent not to be unreasonably withheld), and if TWC, the Agent and each Issuing Bank that has agreed in writing to increase its Letter of Credit Commitment execute a Letter of Credit Commitment Increase Agreement in substantially the form of Exhibit J-4 and TWC, the Agent and each New Letter of Credit Issuing Bank execute a Letter of Credit Commitment Increase Agreement in substantially the form of Exhibit J-3, then the Agent shall execute a counterpart of the Letter of Credit Facility Increase Notice, and such Letter of Credit Facility Increase shall be effective on the proposed effective date set forth in the Letter of Credit Facility Increase Notice (if the Agent consented to such Letter of Credit Facility Increase prior to such proposed date) or on another date agreed to by the Agent and TWC (such date of effectiveness referred to as the “Letter of Credit Facility Increase Effective Date”).
(g) Each Letter of Credit Facility Increase shall become effective on the related Letter of Credit Facility Increase Effective Date and upon such effectiveness (i) the Agent shall record in the Register each New Letter of Credit Issuing Bank’s information as provided in the Letter of Credit Facility Increase Notice and pursuant to an administrative questionnaire satisfactory to the Agent that shall be executed and delivered by each New Letter of Credit Issuing Bank to the Agent on or before the Letter of Credit Facility Increase Effective Date, (ii) part B of Schedule III shall be amended and restated to set forth all Persons (including any New Letter of Credit Issuing Banks) that will be Issuing Banks hereunder after giving effect to such Letter of Credit Facility Increase (which shall be attached to the applicable Letter of Credit Facility Increase Notice and the Agent shall distribute to each Bank and each Issuing Bank a copy of such amended and restated part B of Schedule III), and (iii) each New Letter of Credit Issuing Bank identified on the Letter of Credit Facility Increase Notice for such Letter of Credit Facility Increase shall be a “Issuing Bank” for all purposes under this Agreement.
Appears in 1 contract
Facility Increases. (ia) The Company may from time Borrower may, not more than once in any year, by notice to time after the Closing Date, with the consent of the Term Loan A-1/Revolver Administrative Agent, request (i) one or more increases in that the aggregate amount of the Revolving Credit Commitments be increased by a minimum amount equal to $100,000,000 or an integral multiple of $100,000,000 in excess thereof (each a “Revolving Commitment Increase”) or and/or (ii) one or more increases incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more additional Term A-1 Loans (any such additional term loan, each an “Incremental Term Loan” and together with the Revolving Commitment Increases, a “Facility Increase”) in a minimum amount equal to $100,000,000 or an integral multiple in excess thereof, to be effective as of a date (the “Increase Date”) that is at least 90 days prior to the scheduled Revolving Maturity Date then in effect (in the case of a Revolving Commitment Increase) or the Term A-1 Maturity Date then in effect (in the case of an Incremental Term Loan) as specified in the related notice to the Term Loan Commitments or additional tranches of term loans (each a “Term Loan Increase”)A-1/Revolver Administrative Agent; provided, however, that (A) no 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 after giving effect thereto, the aggregate principal amount of all such Facility Increases shall does not exceed $300,000,000 500,000,000.
(b) The Term Loan A-1/Revolver Administrative Agent shall promptly notify the Lenders of a request by the Borrower for a Facility Increase, which notice shall include (i) the proposed amount of such requested Facility Increase and whether such Facility Increase constitutes a Revolving Commitment Increase or an Incremental Term Loan, (ii) the proposed Increase Date and (Biii) each the date by which Lenders wishing to participate in the Facility Increase must provide their commitment thereto (the “Commitment Date”). Each Lender that is willing to participate in such requested Facility Increase (each an “Increasing Lender”) shall give written notice to the Term Loan A-1/Revolver Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Commitment and/or provide an Incremental Term Loan, as applicable. If the Lenders notify the Term Loan A-1/Revolver Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments or provide Incremental Term Loans by an aggregate amount that exceeds the amount of the requested Facility Increase, then the requested Facility Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Term Loan A-1/Revolver Administrative Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Revolving Commitment and/or provide an Incremental Term Loan, as applicable.
(c) Promptly following each Commitment Date, the Term Loan A-1/Revolver Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Facility Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Facility Increase on any such Commitment Date is less than the requested Facility Increase, then the Borrower may extend offers to one or more Persons reasonably acceptable to the Term Loan A-1/Revolver Administrative Agent (each, an “Eligible Assignee”) to participate in any portion of the requested Facility Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount not less than of $25,000,000 or an integral multiple of $1,000,000 in excess thereof.
(ord) On each Increase Date, in the case of additional term loans on terms different from the existing Term Loans, $50,000,000). Nothing in this Agreement shall be construed to obligate the Administrative Agent, the Mexican Facility Agent, any Arranger or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent shall promptly notify (x) each Lender of each proposed Facility Increase and of the proposed terms and conditions therefor agreed between the Company and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit Eligible Assignee that accepts an offer to participate in such a requested Facility Increase by forwarding its commitment therefor to the Administrative Agent. The Administrative Agent, upon receipt of written commitments from Eligible Assignees in form and substance satisfactory to the Administrative Agent, shall allocate, in its sole discretion, to accordance with Section 2.20(c) (each such Eligible Assignee commitments and each Eligible Assignee that agrees to an extension of the Maturity Date in accordance with respect Section 2.21(c), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date, (y) the Revolving Commitment of each Increasing Lender for such requested Revolving Commitment Increase shall be so increased by such amount (or by the amount allocated to such Facility Lender pursuant to the last sentence of Section 2.20(b)) as of such Increase not Date and (z) each Increasing Lender shall make, in accordance with Section 2.1(b), its Incremental Term Loan in an amount equal to exceed its offered Incremental Term Loan Commitment (or the amount allocated to such Lender pursuant to the last sentence of written commitments received from such Eligible Assignee. Each Facility Increase shall become effective on a date agreed by the Company and the Administrative Agent (each a “Facility Increase Date”Section 2.20(b)); provided, however, that the conditions precedent set forth in Section 3.4 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or prior to each such Facility Increase Date. The Term Loan A-1/Revolver Administrative Agent shall notify the Lenders and the Company, have received on or before 1:00 p.m., New York City time, on the first Business Day following a Facility such Increase Date of the effectiveness of a Facility Increase and shall record in the Register all applicable additional information in respect following, each dated as of such Facility Increase.
(ii) (A) The loans and commitments extended pursuant to any Facility Increase shall rank pari passu in right of payment with all other Loans and Commitments, (B) the Weighted Average Life to Maturity of the additional Term Loans under any Term Loan Increase shall not be shorter than the remaining average life to maturity of the Term Loan Facility prior to giving effect to such Term Loan Increase and (C) the final maturity date of the additional Term Loans shall not be earlier than the Term Loan Maturity Date.
(iii) From and after the Facility Increase Date for any Revolving Commitment Increase, (A) the commitments under such Revolving Commitment Increase shall be deemed for all purposes part of the Revolving Credit Commitments, (B) each Eligible Assignee participating in such Revolving Commitment Increase shall become a Revolving Credit Lender and (C) the commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Facility Increase Date for any Revolving Credit Commitment Increase, each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall purchase and assume from each existing Revolving Credit Lender having Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Ratable Portion of the new Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase), in the aggregate outstanding Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans, so as to ensure that, on the Facility Increase Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Credit Lender is owed only its Ratable Portion of the Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date.date:
Appears in 1 contract
Sources: Credit Agreement (Symantec Corp)
Facility Increases. (ia) The Company may At any time prior to March 1, 2004, and provided that no Default or Event of Default then exists, the Borrower may, from time to time after the Closing Datetime, with the consent of upon 15 Business Days' notice (prior to March 1, 2004) to the Administrative AgentAgent (which shall promptly notify the Lenders in writing), request (i) one or more increases an increase in the Total Revolving Credit Commitments (each a “Revolving Loan Commitment Increase”) or (ii) one or more increases in and/or the Total Tranche A Term Loan Commitments Commitment (or additional tranches of term loans (each a “Tranche A Term Loans if the Tranche A Term Loan Commitment has terminated pursuant to Section 3.03(a)) (each, a "Facility Increase”"); provided, however, provided that (A) the aggregate principal amount of all Facility Increases shall not exceed $300,000,000 and 5,000,000. Each Lender shall promptly (B) each Facility Increase shall be but in an amount not less any event no later than $25,000,000 (or, in the case of additional term loans on terms different 10 Business Days from the existing Term Loans, $50,000,000). Nothing in this Agreement shall be construed to obligate date such Lender receives notification from the Administrative Agent, ) respond to the Mexican Facility Agent, any Arranger or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent shall promptly notify each Lender of each proposed Facility Increase and of the proposed terms and conditions therefor agreed between the Company and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit by written notice whether or not it is willing to participate in such Facility Increase, and, if so, by what amount. To the extent that there is any shortfall in the amount of a requested Facility Increase by forwarding its commitment therefor that such Lenders are willing to provide, the Administrative Agent. The Administrative AgentBorrower may request, upon receipt of written commitments from Eligible Assignees in form and substance satisfactory to through the Administrative Agent, shall allocatethat one or more new lenders ("New Lenders"), in its sole discretion, agree to each make up such Eligible Assignee commitments with respect to such Facility Increase not to exceed the amount of written commitments received from such Eligible Assigneeshortfall. Each request or notice delivered to the Administrative Agent by the Borrower and to the Lenders by the Administrative Agent under this Section shall specify the time period within which the Administrative Agent and the Lenders, respectively, are to respond. Any Lender not responding within such time period to a requested Facility Increase shall become effective on a date agreed by the Company and the Administrative Agent (each a “Facility Increase Date”); provided, however, that the conditions precedent set forth in Section 3.4 (Conditions Precedent be deemed to Each Facility Increase) shall have been satisfied on or prior declined to each such Facility Increase Dateparticipate therein. The Administrative Agent shall notify the Lenders Borrower and each Lender of the Company, on or before 1:00 p.m., New York City time, on Lenders' responses to each request made hereunder.
(b) To the first Business Day following extent that a Facility Increase Date of is accepted by Lenders or New Lenders in accordance with this Section, the effectiveness of Administrative Agent and the Borrower shall determine the effective date thereof (a Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.
(ii) (A) The loans and commitments extended pursuant to any Facility Increase shall rank pari passu in right of payment with all other Loans and Commitments, (B) the Weighted Average Life to Maturity of the additional Term Loans under any Term Loan Increase shall not be shorter than the remaining average life to maturity of the Term Loan Facility prior to giving effect to such Term Loan Increase and (C) the final maturity date of the additional Term Loans shall not be earlier than the Term Loan Maturity Date.
(iii) From and after the Facility Increase Date for any Revolving Commitment Increase, (A) the commitments under such Revolving Commitment Increase shall be deemed for all purposes part of the Revolving Credit Commitments, (B) each Eligible Assignee participating in such Revolving Commitment Increase shall become a Revolving Credit Lender and (C) the commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Facility Increase Date for any Revolving Credit Commitment Increase, each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall purchase and assume from each existing Revolving Credit Lender having Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Ratable Portion of the new Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase), in the aggregate outstanding Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans, so as to ensure that, on the Facility Increase Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Credit Lender is owed only its Ratable Portion of the Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date."
Appears in 1 contract
Sources: Credit Agreement (Infousa Inc)
Facility Increases. (ia) The Company may from time to time after the Closing DateBorrowers may, with the consent of the Administrative Agentat their option, request (i) one or more increases an increase in the Revolving Maximum Credit Commitments (each a “Revolving Commitment Facility Increase”) or in an aggregate amount not to exceed $25,000,000 by delivering a written request to Agent that specifies the amount of such increase in the Maximum Credit; provided, that, (i) the aggregate amount of any such increase shall not cause the Maximum Credit to exceed $100,000,000, (ii) one or more increases in the Term Loan Commitments or additional tranches of term loans (each a “Term Loan Increase”); provided, however, that (A) the aggregate principal amount of all Facility Increases shall not exceed $300,000,000 and (B) each any such initial Facility Increase shall be for an increase in an the amount equal to not less than $25,000,000 10,000,000 or an integral multiple of $500,000 in excess thereof, (or, iii) the amount of any additional Facility Increase shall be for an increase in the case amount equal to not less than $5,000,000 or an integral multiple of $500,000 in excess thereof, (iv) any such request shall be irrevocable (unless such Facility Increase is being requested in connection with a Permitted Acquisition and Agent receives written notice prior to the effective date of such Facility Increase that such Permitted Acquisition will not be consummated), (v) after the initial Facility Increase, there shall be no more than two (2) additional term loans Facility Increases, (vi) Agent shall have received a facility increase fee in accordance with the terms and conditions of the Fee Letter, (vii) Agent shall have received such written request at least two (2) Business Days’ before the proposed effective date of such increase, and (viii) at the time Agent receives notice of such request for a Facility Increase and on terms different from the existing Term Loansdate of and after giving effect to such Facility Increase, $50,000,000)no Default or Event of Default shall exist or have occurred and be continuing. Nothing If the conditions set forth in this Agreement shall be construed to obligate the Administrative Section 2.5(a) are satisfied as determined by Agent, then the Mexican requested amount of the Facility AgentIncrease shall become effective on the proposed effective date of such increase. ▇▇▇▇▇ Fargo agrees to increase its Commitment up to the full amount of any such Facility Increase to the extent that any other Lender declines to increase its Commitment as provided in this Section 2.5(a) hereof.
(b) Upon the receipt by Agent of any such written request, any Arranger or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent shall promptly notify each Lender of such request and each proposed Facility Increase and Lender shall have the option (but not the obligation, other than ▇▇▇▇▇ Fargo) to increase the amount of its Commitment by an amount up to its Pro Rata Share of the proposed terms amount of the increase in the Maximum Credit requested by Borrowers as set forth in the notice from Agent to such Lender. Each Lender shall notify Agent within ten (10) days after the receipt of such notice from Agent whether such Lender will so increase its Commitment, and conditions therefor if so, the amount of such increase. The minimum increase in the Commitments of each such Lender providing the additional Commitments shall equal such Lender’s Pro Rata Share unless otherwise agreed between the Company and the Administrative to by Agent. Each such Lender (and each If the aggregate amount of their Affiliates and Approved Funds) may, the increases in its sole discretion, commit to participate in such Facility Increase by forwarding its commitment therefor to the Administrative Agent. The Administrative Agent, upon receipt of written commitments Commitments received from Eligible Assignees in form and substance satisfactory to the Administrative Agent, shall allocate, in its sole discretion, to each such Eligible Assignee commitments with respect to such Facility Increase Lenders does not to equal or exceed the amount of written commitments received the increase in the Maximum Credit requested by Borrowers, Agent may seek additional increases from Lenders or Commitments from such Eligible AssigneeTransferees as it may determine, after consultation with Borrowers. Each Facility Increase shall become effective on a date agreed In the event Lenders (or Lenders and any such Eligible Transferees, as the case may be) have committed in writing to provide increases in their Commitments or new Commitments in an aggregate amount in excess of the increase in the Maximum Credit requested by the Company and the Administrative Agent (each a “Facility Increase Date”); providedBorrowers or permitted hereunder, however, that the conditions precedent set forth in Section 3.4 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or prior to each such Facility Increase Date. The Administrative Agent shall notify then have the right to allocate such commitments, first to Lenders and then to Eligible Transferees, in such amounts and manner as Agent may determine, after consultation with Borrowers. Any new Lender that is an Eligible Transferee shall execute and deliver an Assignment and Acceptance as modified to provide for the Company, on or before 1:00 p.m., New York City time, on the first Business Day following a Facility Increase Date of the effectiveness of a Facility Increase and shall record in the Register all applicable additional information in respect sale by Agent of such Facility Increase.
(ii) (A) The loans and commitments extended pursuant to any Facility Increase shall rank pari passu in right of payment with all other Loans and Commitments, (B) the Weighted Average Life to Maturity of the additional Term Loans under any Term Loan Increase shall not be shorter than the remaining average life to maturity of the Term Loan Facility prior to giving effect Commitment to such Term Loan Increase and (C) the final maturity date of the additional Term Loans shall not be earlier than the Term Loan Maturity DateEligible Transferee.
(iii) From and after the Facility Increase Date for any Revolving Commitment Increase, (A) the commitments under such Revolving Commitment Increase shall be deemed for all purposes part of the Revolving Credit Commitments, (B) each Eligible Assignee participating in such Revolving Commitment Increase shall become a Revolving Credit Lender and (C) the commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Facility Increase Date for any Revolving Credit Commitment Increase, each Lender or Eligible Assignee participating in such Revolving Credit Commitment Increase shall purchase and assume from each existing Revolving Credit Lender having Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Ratable Portion of the new Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase), in the aggregate outstanding Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans, so as to ensure that, on the Facility Increase Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Credit Lender is owed only its Ratable Portion of the Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date.
Appears in 1 contract
Sources: Loan and Security Agreement (New York & Company, Inc.)
Facility Increases. (ia) The Company may Subject to the terms and conditions set forth herein, TWC shall have the right, without the consent of the Banks but with the prior approval of the Agent and the Issuing Banks (not to be unreasonably withheld), to cause from time to time after the Closing Date, with the consent of the Administrative Agent, request (i) one or more increases an increase in the Revolving Credit Commitments of the Banks for TWC (a "Revolving Credit Facility Increase") by adding to this Agreement one or more additional financial institutions that are not already Banks and that are approved by the Agent and the Issuing Banks (not to be unreasonably withheld) (each a “"New Revolving Commitment Increase”Bank") or (ii) by allowing one or more increases in the Term Loan existing Banks to increase their respective Revolving Credit Commitments for TWC or additional tranches of term loans (each a “Term Loan Increase”)both; provided, however, that (Ai) a Revolving Credit Facility Increase shall be permitted only if (1) no Default or Event of Default shall have occurred and be continuing at the time the related Revolving Credit Facility Increase Notice is given and no Default or Event of Default shall have occurred and be continuing at the time such Revolving Credit Facility Increase becomes effective, (2) the aggregate principal amount of all Revolving Credit Facility Increases shall not exceed $300,000,000 500,000,000, and (B3) each the amount of such Revolving Credit Facility Increase is at least $25,000,000 (or the remaining amount of such $500,000,000 not subject to prior Revolving Credit Facility Increases), (ii) no Revolving Credit Commitment of any Bank shall be increased without such Bank's prior written consent, and (iii) if, on the effective date of any Revolving Credit Facility Increase, any Revolving Credit Advance is outstanding, then TWC shall be obligated to pay any loss, cost or expense contemplated by Section 8.4(c) in connection with any assignment pursuant to a Transfer Agreement referred to in Section 2.19(c) and the fees referred to in clause (iv) of Section 8.5(a) in connection with the Transfer Agreements referred to in Section 2.19(c).
(b) Any Revolving Credit Facility Increase shall be in an amount not less than $25,000,000 requested by written notice from TWC to the Agent (or, a "Revolving Credit Facility Increase Notice") in the case form of additional term loans on terms different from Exhibit J. Each such Revolving Credit Facility Increase Notice shall specify (i) the existing Term Loansproposed effective date of such Revolving Credit Facility Increase, $50,000,000). Nothing in this Agreement which date shall be construed to obligate a Business Day and shall be no earlier than 5 Business Days after receipt by the Administrative Agent, the Mexican Facility Agent, any Arranger or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent shall promptly notify each Lender of each proposed such Revolving Credit Facility Increase and of the proposed terms and conditions therefor agreed between the Company and the Administrative Agent. Each such Lender Notice, (and each of their Affiliates and Approved Fundsii) may, in its sole discretion, commit to participate in such Facility Increase by forwarding its commitment therefor to the Administrative Agent. The Administrative Agent, upon receipt of written commitments from Eligible Assignees in form and substance satisfactory to the Administrative Agent, shall allocate, in its sole discretion, to each such Eligible Assignee commitments with respect to such Facility Increase not to exceed the amount of written commitments received any requested Revolving Credit Facility Increase, (iii) the identity of each New Revolving Bank and each Bank, if any, that has agreed in writing to increase its Revolving Credit Commitment for TWC, and (iv) the amount of the respective Revolving Credit Commitments for TWC of the then existing Banks and the New Revolving Banks from such Eligible Assignee. Each and after the Revolving Credit Facility Increase shall become effective on a date agreed by the Company and the Administrative Agent (each a “Facility Increase Date”); provided, however, that the conditions precedent set forth in Section 3.4 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or prior to each such Facility Increase Effective Date. The Administrative Agent shall notify the Lenders and the Company, on or before 1:00 p.m., New York City time, on the first Business Day following a Facility Increase Date of the effectiveness of a Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.
(ii) If (A) The loans the Agent and commitments extended pursuant the Issuing Banks consent to any such Revolving Credit Facility Increase shall rank pari passu in right of payment with all other Loans and Commitments(such consent not to be unreasonably withheld), (B) TWC, the Weighted Average Life Agent, the Issuing Banks and each Bank that has agreed in writing to Maturity increase its Revolving Credit Commitment to TWC execute a Revolving Credit Commitment Increase Agreement in substantially the form of Exhibit L-2 and TWC, the additional Term Loans under any Term Loan Agent, the Issuing Banks and each New Revolving Bank execute a Revolving Credit Commitment Increase shall not be shorter than Agreement in substantially the remaining average life to maturity form of the Term Loan Facility prior to giving effect to such Term Loan Increase Exhibit L-1, and (C) the final maturity date of Agent has received the additional Term Loans Transfer Agreements contemplated by Section 2.19(c), then the Agent and the Issuing Banks shall not be earlier than the Term Loan Maturity Date.
(iii) From and after the Facility Increase Date for any Revolving Commitment Increase, (A) the commitments under such Revolving Commitment Increase shall be deemed for all purposes part execute a counterpart of the Revolving Credit Commitments, (B) each Eligible Assignee participating in Facility Increase Notice and such Revolving Commitment Credit Facility Increase shall become a be effective on the proposed effective date set forth in the Revolving Credit Lender Facility Increase Notice (if the Agent and the Issuing Banks consented to such Revolving Credit Facility Increase prior to such proposed date) or on another date agreed to by the Agent, the Issuing Banks and TWC (Csuch date referred to as the "Revolving Credit Facility Increase Effective Date").
(c) the commitments under At least three Business Days before each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Facility Increase Effective Date for relating to any Revolving Credit Commitment Facility Increase, each Lender or Eligible Assignee participating in if the Agent and the Issuing Banks have consented to such Revolving Credit Commitment Increase Facility Increase, the Banks, the New Revolving Banks, the Issuing Banks and TWC shall purchase enter into and assume from each existing deliver to the Agent appropriate Transfer Agreements, effective on such Revolving Credit Lender having Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Effective Date, without recourse or warranty, an undivided interest and participation, to the extent of in amounts such Lender’s Ratable Portion of the new Revolving Credit Commitments (that after giving effect to such Revolving Credit Facility Increase and such Transfer Agreements, each Bank (including the New Revolving Banks and each Bank that has agreed to increase its Revolving Credit Commitment to TWC as a part of such Revolving Credit Facility Increase), ) hold Revolving Credit Advances of each of the Borrowers ratably according to their respective Revolving Credit Commitments for TWC.
(d) Each Revolving Credit Facility Increase shall become effective on the related Revolving Credit Facility Increase Effective Date and upon such effectiveness (i) the Agent shall record in the aggregate outstanding Register each New Revolving Loans and participations Bank's information as provided in Letters of Credit, Peso Loans and Swing Loans, so as to ensure that, on the Revolving Credit Facility Increase Date Notice and pursuant to an administrative questionnaire satisfactory to the Agent that shall be executed and delivered by each New Revolving Bank to the Agent on or before the Revolving Credit Facility Increase Effective Date, (ii) part A of Schedule III shall be amended and restated to set forth all Banks (including any New Revolving Banks) that will be Banks hereunder after giving effect to such Revolving Credit Commitment Facility Increase (which shall be attached to the applicable Revolving Credit Facility Increase Notice and the Agent shall distribute to each Bank a copy of such amended and restated part A of Schedule III), and (iii) each New Revolving Bank identified on the Revolving Credit Facility Increase Notice for such Revolving Credit Facility Increase shall be a "Bank" for all purposes under this Agreement.
(e) Subject to the terms and conditions set forth herein, TWC shall have the right, without the consent of the Banks but with the prior approval of the Agent (not to be unreasonably withheld), to cause from time to time an increase in the Letter of Credit Commitments (a "Letter of Credit Facility Increase") by adding to this Agreement, as Issuing Banks, one or more additional financial institutions (including any existing Bank) that are not already Issuing Banks and that are approved by the Agent (not to be unreasonably withheld) (each a "New Letter of Credit Issuing Bank") or by allowing one or more existing Issuing Banks to increase their respective Letter of Credit Commitments or both; provided, that (i) a Letter of Credit Facility Increase shall be permitted only if (1) no Default or Event of Default shall have occurred and be continuing at the time the related Letter of Credit Facility Increase Notice is given and no Default or Event of Default shall have occurred and be continuing at the time such Letter of Credit Facility Increase becomes effective, (2) the aggregate amount of all Letter of Credit Facility Increases shall not exceed $500,000,000, (3) the amount of such Letter of Credit Facility Increase is at least $25,000,000 (or the remaining amount of such $500,000,000 not subject to prior Letter of Credit Facility Increases), and (4) a Revolving Credit Facility Increase becomes effective on the same date that such Letter of Credit Facility Increase becomes effective and in the same amount, or a greater amount, as such Letter of Credit Facility Increase, (ii) no Issuing Bank's Letter of Credit Commitment shall be increased without such Issuing Bank's prior written consent, and (iii) no Bank shall be required to become an Issuing Bank.
(f) Any Letter of Credit Facility Increase shall be requested by written notice from TWC to the Agent (a "Letter of Credit Facility Increase Notice") in the form of Exhibit K. Each such Letter of Credit Facility Increase Notice shall specify (i) the proposed effective date of such Letter of Credit Facility Increase, which date shall be a Business Day and shall be no earlier than 5 Business Days after receipt by the Agent of such Letter of Credit Facility Increase Notice, (ii) the amount of any requested Letter of Credit Facility Increase, (iii) the identity of each Revolving New Letter of Credit Lender is owed only Issuing Bank and each Issuing Bank, if any, that has agreed in writing to increase its Ratable Portion Letter of Credit Commitment, and (iv) the amount of the Revolving Loans respective Letter of Credit Commitments of the then existing Issuing Banks and participations in Letters the New Letter of Credit, Peso Loans Credit Issuing Banks from and Swing Loans outstanding on such after the Letter of Credit Facility Increase Effective Date. If the Agent consents to such Letter of Credit Facility Increase (such consent not to be unreasonably withheld), and if TWC, the Agent and each Issuing Bank that has agreed in writing to increase its Letter of Credit Commitment execute a Letter of Credit Commitment Increase Agreement in substantially the form of Exhibit L-4 and TWC, the Agent and each New Letter of Credit Issuing Bank execute a Letter of Credit Commitment Increase Agreement in substantially the form of Exhibit L-3, then the Agent shall execute a counterpart of the Letter of Credit Facility Increase Notice, and such Letter of Credit Facility Increase shall be effective on the proposed effective date set forth in the Letter of Credit Facility Increase Notice (if the Agent consented to such Letter of Credit Facility Increase prior to such proposed date) or on another date agreed to by the Agent and TWC (such date referred to as the "Letter of Credit Facility Increase Effective Date").
(g) Each Letter of Credit Facility Increase shall become effective on the related Letter of Credit Facility Increase Effective Date and upon such effectiveness (i) the Agent shall record in the Register each New Letter of Credit Issuing Bank's information as provided in the Letter of Credit Facility Increase Notice and pursuant to an administrative questionnaire satisfactory to the Agent that shall be executed and delivered by each New Letter of Credit Issuing Bank to the Agent on or before the Letter of Credit Facility Increase Effective Date, (ii) part B of Schedule III shall be amended and restated to set forth all Persons (including any New Letter of Credit Issuing Banks) that will be Issuing Banks hereunder after giving effect to such Letter of Credit Facility Increase (which shall be attached to the applicable Letter of Credit Facility Increase Notice and the Agent shall distribute to each Bank and each Issuing Bank a copy of such amended and restated part B of Schedule III), and (iii) each New Letter of Credit Issuing Bank identified on the Letter of Credit Facility Increase Notice for such Letter of Credit Facility Increase shall be a "Issuing Bank" for all purposes under this Agreement.
Appears in 1 contract
Facility Increases. (ia) The Company may Subject to the terms and conditions set forth herein, TWC shall have the right, without the consent of the Banks but with the prior approval of the Agent and the Issuing Banks (not to be unreasonably withheld), to cause from time to time after the Closing Date, with the consent of the Administrative Agent, request (i) one or more increases an increase in the Revolving Credit Commitments of the Banks for TWC (a "Revolving Credit Facility Increase") by adding to this Agreement one or more additional financial institutions that are not already Banks and that are approved by the Agent and the Issuing Banks (not to be unreasonably withheld) (each a “"New Revolving Commitment Increase”Bank") or by allowing one or more existing Banks to increase their respective Revolving Credit Commitments for TWC or both; provided, that (i) a Revolving Credit Facility Increase shall be permitted only if (1) no Default or Event of Default shall have occurred and be continuing at the time the related Revolving Credit Facility Increase Notice is given and no Default or Event of Default shall have occurred and be continuing at the time such Revolving Credit Facility Increase becomes effective, (2) the aggregate amount of all Revolving Credit Facility Increases on or after the date hereof shall not exceed $225,000,000, and (3) the amount of such Revolving Credit Facility Increase is at least $25,000,000 (or the remaining amount of such $225,000,000 not subject to prior Revolving Credit Facility Increases), (ii) one no Revolving Credit Commitment of any Bank shall be increased without such Bank's prior written consent, and (iii) if, on the effective date of any Revolving Credit Facility Increase, any Revolving Credit Advance is outstanding, then TWC shall be obligated to pay any loss, cost or more increases expense contemplated by Section 8.4(c) in connection with any assignment pursuant to a Transfer Agreement referred to in Section 2.19(c) and the fees referred to in clause (iv) of Section 8.5(a) in connection with the Transfer Agreements referred to in Section 2.19(c).
(b) Any Revolving Credit Facility Increase shall be requested by written notice from TWC to the Agent (a "Revolving Credit Facility Increase Notice") in the Term Loan Commitments or additional tranches form of term loans Exhibit H. Each such Revolving Credit Facility Increase Notice shall specify (i) the proposed effective date of such Revolving Credit Facility Increase, which date shall be a Business Day and shall be no earlier than 5 Business Days after receipt by the Agent of such Revolving Credit Facility Increase Notice, (ii) the amount of any requested Revolving Credit Facility Increase, (iii) the identity of each a “Term Loan Increase”); providedNew Revolving Bank and each Bank, howeverif any, that has agreed in writing to increase its Revolving Credit Commitment for TWC, and (iv) the amount of the respective Revolving Credit Commitments for TWC of the then existing Banks and the New Revolving Banks from and after the Revolving Credit Facility Increase Effective Date. If (A) the aggregate principal amount of all Facility Increases shall not exceed $300,000,000 Agent and (B) each the Issuing Banks consent to such Revolving Credit Facility Increase shall be in an amount not less than $25,000,000 (or, in the case of additional term loans on terms different from the existing Term Loans, $50,000,000). Nothing in this Agreement shall be construed to obligate the Administrative Agent, the Mexican Facility Agent, any Arranger or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent shall promptly notify each Lender of each proposed Facility Increase and of the proposed terms and conditions therefor agreed between the Company and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facility Increase by forwarding its commitment therefor to the Administrative Agent. The Administrative Agent, upon receipt of written commitments from Eligible Assignees in form and substance satisfactory to the Administrative Agent, shall allocate, in its sole discretion, to each such Eligible Assignee commitments with respect to such Facility Increase consent not to exceed the amount of written commitments received from such Eligible Assignee. Each Facility Increase shall become effective on a date agreed by the Company and the Administrative Agent (each a “Facility Increase Date”be unreasonably withheld); provided, however, that the conditions precedent set forth in Section 3.4 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or prior to each such Facility Increase Date. The Administrative Agent shall notify the Lenders and the Company, on or before 1:00 p.m., New York City time, on the first Business Day following a Facility Increase Date of the effectiveness of a Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.
(ii) (A) The loans and commitments extended pursuant to any Facility Increase shall rank pari passu in right of payment with all other Loans and Commitments, (B) TWC, the Weighted Average Life Agent, the Issuing Banks and each Bank that has agreed in writing to Maturity increase its Revolving Credit Commitment to TWC execute a Revolving Credit Commitment Increase Agreement in substantially the form of Exhibit J-2 and TWC, the additional Term Loans under any Term Loan Agent, the Issuing Banks and each New Revolving Bank execute a Revolving Credit Commitment Increase shall not be shorter than Agreement in substantially the remaining average life to maturity form of the Term Loan Facility prior to giving effect to such Term Loan Increase Exhibit J-1, and (C) the final maturity date of Agent has received the additional Term Loans Transfer Agreements contemplated by Section 2.19(c), then the Agent and the Issuing Banks shall not be earlier than the Term Loan Maturity Date.
(iii) From and after the Facility Increase Date for any Revolving Commitment Increase, (A) the commitments under such Revolving Commitment Increase shall be deemed for all purposes part execute a counterpart of the Revolving Credit Commitments, (B) each Eligible Assignee participating in Facility Increase Notice and such Revolving Commitment Credit Facility Increase shall become a be effective on the proposed effective date set forth in the Revolving Credit Lender Facility Increase Notice (if the Agent and the Issuing Banks consented to such Revolving Credit Facility Increase prior to such proposed date) or on another date agreed to by the Agent, the Issuing Banks and TWC (Csuch date of effectiveness referred to as the "Revolving Credit Facility Increase Effective Date").
(c) the commitments under At least three Business Days before each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Facility Increase Effective Date for relating to any Revolving Credit Commitment Facility Increase, each Lender or Eligible Assignee participating in if the Agent and the Issuing Banks have consented to such Revolving Credit Commitment Increase Facility Increase, the Banks, the New Revolving Banks, the Issuing Banks and TWC shall purchase enter into and assume from each existing deliver to the Agent appropriate Transfer Agreements, effective on such Revolving Credit Lender having Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Effective Date, without recourse or warranty, an undivided interest and participation, to the extent of in amounts such Lender’s Ratable Portion of the new Revolving Credit Commitments (that after giving effect to such Revolving Credit Facility Increase and such Transfer Agreements, each Bank (including the New Revolving Banks and each Bank that has agreed to increase its Revolving Credit Commitment to TWC as a part of such Revolving Credit Facility Increase), ) hold Revolving Credit Advances of each of the Borrowers ratably according to their respective Revolving Credit Commitments for TWC.
(d) Each Revolving Credit Facility Increase shall become effective on the related Revolving Credit Facility Increase Effective Date and upon such effectiveness (i) the Agent shall record in the aggregate outstanding Register each New Revolving Loans and participations Bank's information as provided in Letters of Credit, Peso Loans and Swing Loans, so as to ensure that, on the Revolving Credit Facility Increase Date Notice and pursuant to an administrative questionnaire satisfactory to the Agent that shall be executed and delivered by each New Revolving Bank to the Agent on or before the Revolving Credit Facility Increase Effective Date, (ii) part A of Schedule III shall be amended and restated to set forth all Banks (including any New Revolving Banks) that will be Banks hereunder after giving effect to such Revolving Credit Commitment Facility Increase (which shall be attached to the applicable Revolving Credit Facility Increase Notice and the Agent shall distribute to each Bank a copy of such amended and restated part A of Schedule III), and (iii) each New Revolving Bank identified on the Revolving Credit Facility Increase Notice for such Revolving Credit Facility Increase shall be a "Bank" for all purposes under this Agreement.
(e) Subject to the terms and conditions set forth herein, TWC shall have the right, without the consent of the Banks but with the prior approval of the Agent (not to be unreasonably withheld), to cause from time to time an increase in the Letter of Credit Commitments (a "Letter of Credit Facility Increase") by adding to this Agreement, as Issuing Banks, one or more additional financial institutions (including any existing Bank) that are not already Issuing Banks and that are approved by the Agent (not to be unreasonably withheld) (each a "New Letter of Credit Issuing Bank") or by allowing one or more existing Issuing Banks to increase their respective Letter of Credit Commitments or both; provided, that
(i) a Letter of Credit Facility Increase shall be permitted only if (1) no Default or Event of Default shall have occurred and be continuing at the time the related Letter of Credit Facility Increase Notice is given and no Default or Event of Default shall have occurred and be continuing at the time such Letter of Credit Facility Increase becomes effective, (2) the aggregate amount of all Letter of Credit Facility Increases on or after the date hereof shall not exceed $225,000,000, (3) the amount of such Letter of Credit Facility Increase is at least $25,000,000 (or the remaining amount of such $225,000,000 not subject to prior Letter of Credit Facility Increases), and (4) a Revolving Credit Facility Increase becomes effective on the same date that such Letter of Credit Facility Increase becomes effective and in the same amount, or a greater amount, as such Letter of Credit Facility Increase, (ii) no Issuing Bank's Letter of Credit Commitment shall be increased without such Issuing Bank's prior written consent, and (iii) no Bank shall be required to become an Issuing Bank.
(f) Any Letter of Credit Facility Increase shall be requested by written notice from TWC to the Agent (a "Letter of Credit Facility Increase Notice") in the form of Exhibit I. Each such Letter of Credit Facility Increase Notice shall specify (i) the proposed effective date of such Letter of Credit Facility Increase, which date shall be a Business Day and shall be no earlier than 5 Business Days after receipt by the Agent of such Letter of Credit Facility Increase Notice, (ii) the amount of any requested Letter of Credit Facility Increase, (iii) the identity of each Revolving New Letter of Credit Lender is owed only Issuing Bank and each Issuing Bank, if any, that has agreed in writing to increase its Ratable Portion Letter of Credit Commitment, and (iv) the amount of the Revolving Loans respective Letter of Credit Commitments of the then existing Issuing Banks and participations in Letters the New Letter of Credit, Peso Loans Credit Issuing Banks from and Swing Loans outstanding on such after the Letter of Credit Facility Increase Effective Date. If the Agent consents to such Letter of Credit Facility Increase (such consent not to be unreasonably withheld), and if TWC, the Agent and each Issuing Bank that has agreed in writing to increase its Letter of Credit Commitment execute a Letter of Credit Commitment Increase Agreement in substantially the form of Exhibit J-4 and TWC, the Agent and each New Letter of Credit Issuing Bank execute a Letter of Credit Commitment Increase Agreement in substantially the form of Exhibit J-3, then the Agent shall execute a counterpart of the Letter of Credit Facility Increase Notice, and such Letter of Credit Facility Increase shall be effective on the proposed effective date set forth in the Letter of Credit Facility Increase Notice (if the Agent consented to such Letter of Credit Facility Increase prior to such proposed date) or on another date agreed to by the Agent and TWC (such date of effectiveness referred to as the "Letter of Credit Facility Increase Effective Date").
(g) Each Letter of Credit Facility Increase shall become effective on the related Letter of Credit Facility Increase Effective Date and upon such effectiveness (i) the Agent shall record in the Register each New Letter of Credit Issuing Bank's information as provided in the Letter of Credit Facility Increase Notice and pursuant to an administrative questionnaire satisfactory to the Agent that shall be executed and delivered by each New Letter of Credit Issuing Bank to the Agent on or before the Letter of Credit Facility Increase Effective Date, (ii) part B of Schedule III shall be amended and restated to set forth all Persons (including any New Letter of Credit Issuing Banks) that will be Issuing Banks hereunder after giving effect to such Letter of Credit Facility Increase (which shall be attached to the applicable Letter of Credit Facility Increase Notice and the Agent shall distribute to each Bank and each Issuing Bank a copy of such amended and restated part B of Schedule III), and (iii) each New Letter of Credit Issuing Bank identified on the Letter of Credit Facility Increase Notice for such Letter of Credit Facility Increase shall be a "Issuing Bank" for all purposes under this Agreement.
Appears in 1 contract
Facility Increases. (ia) The Company may from time Borrower may, not more than once in any year, by notice to time after the Closing Date, with the consent of the Administrative Agent, request (i) one or more increases in that the aggregate amount of the Revolving Credit Commitments be increased by a minimum amount equal to $100,000,000 or an integral multiple of $100,000,000 in excess thereof (each a “Revolving Commitment Increase”) or and/or (ii) one or more increases incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more additional term loans (any such additional term loan, each an “Incremental Term Loan” and together with the Revolving Commitment Increases, a “Facility Increase”) in a minimum amount equal to $100,000,000 or an integral multiple in excess thereof, to be effective as of a date (the “Increase Date”) that is at least 90 days prior to the scheduled Revolving Maturity Date then in effect (in the case of a Revolving Commitment Increase) or the Term Loan Commitments or additional tranches Maturity Date then in effect (in the case of term loans (each a “an Incremental Term Loan Increase”)Loan) as specified in the related notice to the Administrative Agent; provided, however, that (A) no 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, after giving effect thereto, the aggregate principal amount of all such Facility Increases shall does not exceed $300,000,000 and 500,000,000.
(Bb) each Facility Increase shall be in an amount not less than $25,000,000 (or, in the case of additional term loans on terms different from the existing Term Loans, $50,000,000). Nothing in this Agreement shall be construed to obligate the Administrative Agent, the Mexican Facility Agent, any Arranger or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent shall promptly notify each Lender the Lenders of each a request by the Borrower for a Facility Increase, which notice shall include (i) the proposed amount of such requested Facility Increase and whether such Facility Increase constitutes a Revolving Commitment Increase or an Incremental Term Loan, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Facility Increase must provide their commitment thereto (the “Commitment Date”). Each Lender that is willing to participate in such requested Facility Increase (each an “Increasing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the proposed terms and conditions therefor amount by which it is willing to increase its Revolving Commitment and/or provide an Incremental Term Loan, as applicable. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Commitments or provide Incremental Term Loans by an aggregate amount that exceeds the amount of the requested Facility Increase, then the requested Facility Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Company Borrower and the Administrative Agent. Each The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Revolving Commitment and/or provide an Incremental Term Loan, as applicable.
(and c) Promptly following each of their Affiliates and Approved Funds) mayCommitment Date, in its sole discretionthe Administrative Agent shall notify the Borrower as to the amount, commit if any, by which the Lenders are willing to participate in such the requested Facility Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Facility Increase by forwarding its commitment therefor on any such Commitment Date is less than the requested Facility Increase, then the Borrower may extend offers to one or more Persons reasonably acceptable to the Administrative Agent. The Administrative AgentAgent (each, upon receipt an “Eligible Assignee”) to participate in any portion of written commitments from Eligible Assignees in form and substance satisfactory the requested Facility Increase that has not been committed to by the Administrative AgentLenders as of the applicable Commitment Date; provided, shall allocatehowever, in its sole discretion, to that the Commitment of each such Eligible Assignee commitments shall be in an amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof.
(d) On each Increase Date, (x) each Eligible Assignee that accepts an offer to participate in a requested Facility Increase in accordance with respect Section 2.20(c) (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Maturity Date in accordance with Section 2.21(c), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date, (y) the Revolving Commitment of each Increasing Lender for such requested Revolving Commitment Increase shall be so increased by such amount (or by the amount allocated to such Facility Lender pursuant to the last sentence of Section 2.20(b)) as of such Increase not Date and (z) each Increasing Lender shall make, in accordance with Section 2.1(b), its Incremental Term Loan in an amount equal to exceed its offered Incremental Term Loan Commitment (or the amount allocated to such Lender pursuant to the last sentence of written commitments received from such Eligible Assignee. Each Facility Increase shall become effective on a date agreed by the Company and the Administrative Agent (each a “Facility Increase Date”Section 2.20(b)); provided, however, that the conditions precedent set forth in Section 3.4 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or prior to each such Facility Increase Date. The Administrative Agent shall notify the Lenders and the Company, have received on or before 1:00 p.m., New York City time, on the first Business Day following a Facility such Increase Date of the effectiveness of a Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.
(ii) (A) The loans and commitments extended pursuant to any Facility Increase shall rank pari passu in right of payment with all other Loans and Commitments, (B) the Weighted Average Life to Maturity of the additional Term Loans under any Term Loan Increase shall not be shorter than the remaining average life to maturity of the Term Loan Facility prior to giving effect to such Term Loan Increase and (C) the final maturity date of the additional Term Loans shall not be earlier than the Term Loan Maturity Date.
(iii) From and after the Facility Increase Date for any Revolving Commitment Increase, (A) the commitments under such Revolving Commitment Increase shall be deemed for all purposes part of the Revolving Credit Commitments, (B) each Eligible Assignee participating in such Revolving Commitment Increase shall become a Revolving Credit Lender and (C) the commitments under each Revolving Credit Commitment Increase shall have the same terms and conditions as the Revolving Credit Commitments. On the Facility Increase Date for any Revolving Credit Commitment Increasefollowing, each Lender or Eligible Assignee participating in dated such Revolving Credit Commitment Increase shall purchase and assume from each existing Revolving Credit Lender having Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Ratable Portion of the new Revolving Credit Commitments (after giving effect to such Revolving Credit Commitment Increase), in the aggregate outstanding Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans, so as to ensure that, on the Facility Increase Date after giving effect to such Revolving Credit Commitment Increase, each Revolving Credit Lender is owed only its Ratable Portion of the Revolving Loans and participations in Letters of Credit, Peso Loans and Swing Loans outstanding on such Facility Increase Date.date:
Appears in 1 contract
Sources: Credit Agreement (Symantec Corp)