Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 2 contracts
Sources: Credit Agreement (Teletech Holdings Inc), Credit Agreement (Teletech Holdings Inc)
Increase in Commitment. At any time during the Commitment Increase Period, (a) The Borrower may request that Agent increase the Total Commitment Amount from aggregate amount of the Closing Commitment Amount up to Commitments by an amount that shall not exceed the Maximum greater than $50,000,000 (any such increase, a “Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased Increase”) by increments of One Million Dollar ($1,000,000), and may be made by designating either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, of the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent(each of which, in its sole discretion, may permit determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Commitments upon satisfaction Lender”), to become a party to this Agreement. The sum of the following requirements: increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, if any, shall execute an setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender Assumption Agreementto become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) Agent shall provide to Borrower the funding by each Increasing Lender and each Additional Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the LendersLoan(s) to be made by each such Lender described in paragraph (c) below, if appropriate(C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, at least three Business Days prior and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the effectiveness Commitment Increase.
(c) If any Loans are outstanding upon the effective date of such Additional Commitments (any Commitment Increase, each an “Additional Increasing Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the Lenders. On aggregate Commitments (calculated, in each Additional Lender Assumption Effective Datecase, immediately after such Commitment Increase) and (y) in the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts case of principalan Increasing Lender, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessarysuch Increasing Lender’s Commitment Increase and, in the opinion case of Agentan Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in order each case, immediately prior to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages Increase) and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment pursuant to this Section 2.9(bIncrease and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) if a Default or an Event of Default shall then existthe same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), or immediately such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 9.07(b) in connection with such increase would existCommitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 2 contracts
Sources: Revolving Credit Agreement (South Jersey Gas Co/New), Revolving Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall be an Eligible Transferee and shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b)) (and Borrower shall pay to the Lenders any amounts that would cause a prepayment of one or more Eurodollar Loans) In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving pro forma effect to any such increase would exist.
Appears in 2 contracts
Sources: Fourth Amendment Agreement (Cintas Corp), Fourth Amendment Agreement (Cintas Corp)
Increase in Commitment. (i) At any time during the Commitment Increase Period, Borrower the Borrowers may request that the Administrative Agent increase the Total Commitment Amount from Maximum Revolving Amount; provided that the Closing Commitment Amount up aggregate amount of all increases made pursuant to an amount that this subsection (b) shall not exceed the Maximum Commitment AmountTwo Hundred Million Dollars ($200,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (iA) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (iiB) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. .
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to Borrower the Borrowers and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (CD) Borrower the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (and if Notes have been requested by the such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. .
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans). Borrower The Borrowers shall not request any increase in the Commitment Maximum Revolving Amount pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Universal Logistics Holdings, Inc.), Credit and Security Agreement (Universal Logistics Holdings, Inc.)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (i) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall be an Eligible Transferee and shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment facility fees, utilization fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 2 contracts
Sources: Credit Agreement (Cintas Corp), Credit Agreement (Cintas Corp)
Increase in Commitment. At any time during the Commitment Increase Period, (a) The Borrower may request that Agent increase the Total Commitment Amount from aggregate amount of the Closing Commitment Amount up to Commitments by an amount that shall not exceed the Maximum greater than $100,000,000 (any such increase, a “Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased Increase”) by increments of One Million Dollar ($1,000,000), and may be made by designating either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, of the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent(each of which, in its sole discretion, may permit determine whether and to what degree to participate in such Commitment Increase) or one or more Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Eligible Assignee (an “Additional Commitments upon satisfaction Lender”), to become a party to this Agreement. The sum of the following requirements: increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (i) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, if any, shall execute an setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender Assumption Agreementto become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) Agent shall provide to Borrower the funding by each Increasing Lender and each Additional Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the LendersLoan(s) to be made by each such Lender described in paragraph (c) below, if appropriate(C) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, at least three Business Days prior and (D) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (i) no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the effectiveness Commitment Increase.
(c) If any Loans are outstanding upon the effective date of such Additional Commitments (any Commitment Increase, each an “Additional Increasing Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (x) the aggregate outstanding principal amount of such Loans (other than Competitive Bid Loans and Swingline Loans), expressed as a percentage of the Lenders. On aggregate Commitments (calculated, in each Additional Lender Assumption Effective Datecase, immediately after such Commitment Increase) and (y) in the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts case of principalan Increasing Lender, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessarysuch Increasing Lender’s Commitment Increase and, in the opinion case of Agentan Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (x) the aggregate outstanding principal amount of each Loan (other than Competitive Bid Loans and Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in order each case, immediately prior to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages Increase) and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment pursuant to this Section 2.9(bIncrease and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) if a Default or an Event of Default shall then existthe same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), or immediately such that after giving effect to such Commitment Increase and the Loan made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 10.07(b) in connection with such increase would existCommitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 2 contracts
Sources: Credit Agreement (South Jersey Industries Inc), Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. (i) At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Revolving Amount from the Closing Commitment Revolving Amount up to an amount that shall not exceed the Maximum Commitment Revolving Amount. Each such request for an increase shall be in an amount of at least Ten Five Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,0005,000,000), and may be made by either (iA) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (iiB) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); providedor, howeverwith an amendment satisfactory to Borrower, that Agent and the Required Lenders, adding an additional facility (which is also referred to in this Agreement as, and included in the definition of, Additional Commitment) to this Agreement with existing (with their prior written consent) or additional Lenders shall be given (each of which is also referred to in this Agreement as, and included in the first opportunity to provide definition of, Additional Commitments. Lender).
(ii) During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders), (D) with respect to the Real Property located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, Borrower shall (unless waived by Agent and the Required Lenders) deliver to Agent and the Lenders an amendment to the Mortgage for such Real Property, increasing the maximum principal amount of indebtedness secured thereby to an amount equal to the Revolving Amount (as increased pursuant to this Section 2.9(b)), (E) if an additional facility is being added as aforesaid, then Borrower, Agent and the Required Lenders shall execute an appropriate amendment to this Agreement. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. .
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Commitment Revolving Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase (including a pro forma calculation of the financial covenants set forth in Section 5.7 hereof) would exist.
Appears in 2 contracts
Sources: Credit and Security Agreement (Shiloh Industries Inc), Credit and Security Agreement (Shiloh Industries Inc)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrower may request that the Administrative Agent increase the Total Commitment Amount from by increasing the Closing Commitment Amount up Maximum Revolving Amount; provided that the aggregate amount of all such increases made pursuant to an amount that this Section 2.9(b) shall not exceed the Maximum Commitment AmountOne Hundred Fifty Million Dollars ($150,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (iA) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (iiB) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. .
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (CD) the Borrower shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (and requested by the Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. .
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and the Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurocurrency Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of the Maximum Revolving Amount, the Total Commitment Amount shall be increased by the same amount.
Appears in 2 contracts
Sources: Credit and Security Agreement (Sleep Number Corp), Credit and Security Agreement (Sleep Number Corp)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Revolving Amount from the Closing Commitment Revolving Amount up to an amount that shall not exceed the Maximum Commitment Revolving Amount. Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower Borrowers shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and the appropriate Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Administrative Borrower shall not request any increase in the Commitment Revolving Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase (including a pro forma calculation of the financial covenants set forth in Section 5.7 hereof) would exist. Upon each increase of the Revolving Amount, the Total Commitment Amount shall be proportionally increased.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Five Million Dollars ($10,000,0005,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, provided that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower Borrowers shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent Agent, and (and requested by D) Borrowers shall, on the Additional Lender Assumption Effective Date, deliver to Agent, for the benefit of the Lenders, (1) written confirmation (in form and substance reasonably satisfactory to Agent) that EPIQ shall have given written notice to each Convertible Subordinated Noteholder that the Obligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrowers shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase (including a pro forma calculation of the financial covenants set forth in Section 5.7 hereof) would exist.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, US Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount (with a corresponding increase in the Maximum US Revolving Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made ) by either (i) increasing, for one or more US Lenders, with their prior written consentconsent (and with the prior written consent of Agent), their respective US Revolving Credit Commitments, or (ii) including one or more Additional Lenders, with the prior written consent of Agent (which shall not be unreasonably withheld), each with a new US Revolving Credit Commitment, as a party to this Agreement (collectively, the “"Additional Commitment”"); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “"Additional Lender Assumption Effective Date”"), (C) each Additional Lender's US Revolving Credit Commitment shall be for an amount of no less than Ten Million Dollars ($10,000,000), and (CD) US Borrower shall execute and deliver to Agent and the US Lenders such replacement or additional US Revolving Credit Notes as shall be required by Agent (and to the extent Notes have been requested by the affected Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the US Lenders shall make adjustments among themselves with respect to the US Revolving Loans then outstanding and amounts of principal, interest, commitment interest and facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such US Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.10(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Lender. US Borrower shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.Section
Appears in 1 contract
Sources: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount increments of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 1(A) to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) or 2.11(d) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Five Million Dollars ($10,000,0005,000,000), increased by increments of One Five Million Dollar Dollars ($1,000,0005,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional CommitmentCommitments”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more LIBOR Fixed Rate Loans). Borrower shall In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not request any increase in the Commitment be increased (or decreased except pursuant to this Section 2.9(b2.9(a) if a Default or an Event hereof) without the prior written consent of Default shall then exist, or immediately after giving effect to any such increase would exist.such
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, Borrower the Borrowers may request that the Administrative Agent increase the Total Commitment Amount from by (A) increasing the Closing Commitment Amount up Maximum Revolving Amount, or (B) adding an additional term loan facility (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to an subsection (c) below); provided that the aggregate amount that of all increases made pursuant to this subsection (b) shall not exceed the Maximum Commitment AmountOne Hundred Million Dollars ($100,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (i1) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsCommitments (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (ii3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit CommitmentCommitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. .
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to Borrower the Borrowers and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (D) the applicable Borrowers shall (1) deliver to the Administrative Agent the resolutions of the board of directors (or other governing body) of such Borrower, in form and substance reasonably satisfactory to the Administrative Agent, evidencing approval of such increase and the consummation of the transactions contemplated thereby and (C2) Borrower if requested by the Administrative Agent, deliver to the Administrative Agent an opinion of counsel with respect to such increase, in form and substance reasonably satisfactory to the Administrative Agent, and (E) the applicable Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (and if Notes have been requested by the such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. .
(iii) On each Additional Lender Assumption Effective DateDate with respect to the Specific Commitment being increased, as appropriate, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.10(b) (and the appropriate Borrowers shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Term SOFR Loans). Borrower In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) above) without the prior written consent of such Lender. The Borrowers shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon the addition of the Additional Term Loan Facility and upon each increase of the Maximum Revolving Amount, the Total Commitment Amount shall be increased by the same amount.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide the Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the Total Revolving Credit Commitment Amount (any such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more term loans (any such term loan, an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the Ninth Amendment Effective Date not to exceed Three Hundred Million Dollars ($300,000,000); provided that no Incremental Increases shall be requested from and after the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment AmountTenth Amendment Effective Date. Each such increase request for an Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (ix) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsCommitments and/or the addition of an Incremental Term Loan Commitment, or and/or (iiy) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional CommitmentsCommitments or Incremental Term Loans as term loan “A”. During the Commitment Increase Period, the Each Incremental Term Loan may be made as a term loan “A” to be made by one or more Lenders agree that Agent, in its sole discretion, may permit or Additional Lenders and/or a term loan “B” to be made by one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender“institutional” lenders on customary terms determined by Agent, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to US Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the such Additional Lenders, if appropriateLenders or lenders, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existapplicable.
Appears in 1 contract
Increase in Commitment. At Provided no Default or Event of Default has occurred and is continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time during the Commitment Increase Periodto time, Borrower may request that Agent increase the Total aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount from Increase Request in the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount form of Exhibit D hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed the greater of (i) $900,000,000 and (ii) Adjusted EBITDA for the twelve month period ending immediately prior to the effective date of the effectiveness Commitment Amount Increase. The effective date of the Commitment Amount Increase shall be agreed upon by the Company, such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenderswhose agreement shall not be unreasonably withheld, conditioned or delayed). The Lenders hereby authorize Agent to execute Upon the effectiveness thereof, each Additional Lender Assumption Agreement on behalf of shall advance the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the relevant Revolving Loans and purchase Participating Interests in all then outstanding and amounts Letters of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, Credit in the opinion of Agent, in order to reallocate among an amount sufficient such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no SOFR Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such portion of the Aggregate Revolving Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase would existits Aggregate Revolving Commitment and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. i. At any time during the Commitment Increase Period, the Borrower may request that the Administrative Agent (A) increase the Total Commitment Amount from Maximum Revolving Amount, or (B) add a term loan facility to this Agreement (the Closing Commitment Amount up “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to an subsection (c) below); provided that the aggregate amount that of all increases (revolver and term) made pursuant to this subsection (b) shall not exceed the Maximum Commitment AmountOne Hundred Fifty Million Dollars ($150,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (ii3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit CommitmentCommitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments.
ii. During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (CD) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (and if Notes have been requested by such Lender or Lenders) and (E) solely with respect to any Additional Commitment in connection with the Lenders)Project Everest Acquisition, upon satisfaction solely of the Project Everest Acquisition Conditions. The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
iii. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such the applicable Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.10(b) (and the Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Fixed Rate Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. Other than with respect to the Project Everest Acquisition, the Borrower shall not request any increase in the Commitment or any addition of a term loan facility pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Revolving Amount from the Closing Commitment Revolving Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made Revolving Amount by either (i) proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit CommitmentsCommitment, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriateRevolving Lenders with respect to the Revolving Credit Commitment (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment), at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent Agent, and (and requested by D) Borrower shall, on the Additional Lender Assumption Effective Date, deliver to Agent, for the benefit of the Lenders, (1) written confirmation (in form and substance reasonably satisfactory to Agent) that Borrower shall have given written notice to each Convertible Subordinated Noteholder that the Obligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders. On each Additional Lender Assumption Effective Date, the Revolving Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Revolving Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this subsection (b). In connection therewith, it is understood and agreed that the Maximum Amount of any Revolving Lender will not be increased (or decreased except pursuant to Section 2.9(b)2.10(a) hereof) without the prior written consent of such Revolving Lender. Borrower shall not request any increase in the Total Commitment Amount (or the Revolving Amount) pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist. Upon the increase of the Revolving Amount, the Total Commitment Amount shall be proportionally increased from the Closing Commitment Amount to the Maximum Commitment Amount.
Appears in 1 contract
Increase in Commitment. At (a) Provided no Default or Event of Default has occurred and is continuing, or would result therefrom, at any time during and from time to time, the Borrower may, by delivering an Increase Request to the Agent, request one or more increases to the amount of the Syndicated Facility Commitment Amount (each an “Increase”). Each Increase may not be less than Cdn. $1,000,000 and the Commitment Amount after any Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. then current Borrowing Base.
(b) Each such increase shall Increase Request will be in an delivered at least 20 Banking Days before the date of the requested Increase and will specify the requested principal amount of such Increase and the requested date of such Increase.
(c) Each Lender may, at least Ten Million Dollars ($10,000,000)its option, increased by increments provide its Rateable Portion of One Million Dollar ($1,000,000)the requested Increase. Any Lender consenting to provide its Rateable Portion of the Increase shall so notify the Agent within 10 Banking Days of the Increase Request and, upon delivery of such consent to the Agent, will be deemed to have committed to increase its respective Individual Syndicated Facility Commitment Amount accordingly. Any Lender which does not advise the Borrower and may the Agent, within 10 Banking Days of an Increase Request, that such Lender will provide its Rateable Portion of the requested Increase will be made by either deemed to have declined to provide its Rateable Portion thereof. Not more than three Banking Days following (i) increasingthe last day for receipt by the Agent of such notices; or (ii) if all such Lenders have provided such notice, the day on which the last of such notices has been received by the Agent, the Agent will advise each Lender and the Borrower which Lenders have agreed to provide their Rateable Portion of the Increase and which Lenders have declined to provide their Rateable Portion of the Increase, and the amount of such Rateable Portion so agreed or declined by each such Lender (the “Allocation Notice”).
(d) Each Lender agreeing to provide its Rateable Portion of the Increase may offer to acquire all or any portion of the requested Increase that has not yet been allocated to a Lender (the “Unallocated Portion”) by giving written notice to the Agent of the portion of the Unallocated Portion which such Lender is prepared to acquire. Such notice will be given not more than five Banking Days following receipt by such Lender of the Allocation Notice. By delivering such notice, each such Lender will be deemed to have committed to increase its respective Individual Syndicated Facility Commitment Amount accordingly. If more than one such Lender gives notice to the Agent that it wishes to acquire all or a portion of the Unallocated Portion (each such Lender, an “Additional Offer Lender”) and the amount of such Unallocated Portion which all such Additional Offer Lenders wish to acquire exceeds the amount of the Unallocated Portion, each such Additional Offer Lender will be deemed to have offered to acquire its Rateable Portion (determined on a pro rata basis by the Agent according to the respective amounts such Lenders have indicated that they wish to acquire of the Unallocated Portion, rounded to the nearest Cdn. $500,000). The Agent will give written notice to the Borrower, within two Banking Days following the expiry of the time for such Lenders to give notice of their intention to acquire pursuant to this Section 3.12(d), of any Lender agreeing to acquire all or a portion of the Unallocated Portion.
(e) If the Lenders have not offered to acquire all of the Unallocated Portion, then the Borrower may arrange for one or more Lendersother financial institutions (each a “Substitute Lender”) to offer to acquire the balance of the Unallocated Portion, with their prior written consent, their respective Revolving Credit Commitments, or subject to the following conditions:
(i) each Substitute Lender being satisfactory to the Agent; and
(ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, Substitute ▇▇▇▇▇▇ having delivered to the Agent an instrument in writing agreeing to be bound by the terms of this Agreement as a party Lender.
(f) Notwithstanding anything to the contrary in this Agreement (collectivelyAgreement, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity no Lender will have any obligation to provide Additional Commitments. During the Commitment participate in any requested Increase Period, the Lenders agree that Agent, unless it agrees to do so in its sole discretion, may permit one or more Additional Commitments upon .
(g) Any increase in the Individual Syndicated Facility Commitment Amount pursuant to an Increase Request will be subject to satisfaction by the Borrower of the following requirements: conditions precedent:
(Ai) delivery to the Agent of such Officer’s Certificates, directors’ resolutions or equivalents and legal opinions, and the making of such registrations or filings, as the Agent may reasonably require;
(ii) payment by the Borrower to each Additional LenderLender whose Individual Syndicated Facility Commitment Amount has increased pursuant to this Section 3.12 of a commitment fee on the amount of such increase at a rate to be negotiated by the Borrower and the Agent which is satisfactory to the Lenders; and
(iii) satisfaction of such additional conditions as the Agent may reasonably require.
(h) If an Increase is to be made pursuant to this Section 3.12, if any, shall execute an Additional Lender Assumption Agreement, (B) the Agent shall provide will forthwith prepare and deliver to the Borrower and each Lender a revised new Schedule 1 to this Agreement, including revised A setting forth the Individual Syndicated Facility Commitment Percentages for each Amount of the LendersLenders following the Increase. On the Banking Day following delivery of such new Schedule A, if appropriate, at least three Business Days prior to the date upon confirmation of the effectiveness satisfaction of the foregoing conditions, such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent new Schedule A and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf revised Individual Syndicated Facility Commitment Amount of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existset forth therein will become effective.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the Total Revolving Credit Commitment Amount from (any such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more term loan (any such term loan, an “Incremental Term Loan”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the Closing Commitment Amount up term of this Agreement not to an amount that shall not exceed the Maximum Commitment AmountThree Hundred Million Dollars ($300,000,000). Each such increase request for an Incremental Revolving Credit Increase and/or Incremental Term Loan, as applicable, shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (ix) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsCommitments and/or the addition of an Incremental Term Loan Commitment, or and/or (iiy) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, Each Incremental Term Loan may permit be made as a term loan “A” to be made by one or more Lenders or Additional Commitments upon satisfaction of the following requirements: (A) each Additional LenderLenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to US Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the such Additional Lenders, if appropriateLenders or lenders, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existapplicable.
Appears in 1 contract
Increase in Commitment. At any time during prior to the Commitment Increase PeriodMaturity Date, Borrower may may, at its option and subject to the conditions set forth below in this §2.8, from time to time request that Agent increase the Total aggregate Commitments by (i) admitting additional Lenders hereunder (each a "Subsequent Lender") and/or (ii) increasing the Commitment Amount from of any Lender (each an "Increasing Lender") subject to the Closing following conditions:
(a) each Subsequent Lender shall meet the conditions for an Eligible Assignee and be subject to the approval of Agent, LC Issuer and Swing Line Lender;
(b) if requested by the applicable Lender, Borrower executes new Revolving Notes payable to the order of each Subsequent Lender, or a new or replacement Revolving Note payable to the order of each Increasing Lender;
(c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment;
(d) Borrower and Agent shall have executed new Security Documents and/or modifications of the Security Documents and other Loan Documents to reflect the increase in the Commitments and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Commitment Amount up amount and Agent shall be provided with evidence satisfactory to an amount it that shall all Liens in favor of Agent are and remain first priority Liens;
(e) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the sum of all Commitments does not exceed $200,000,000;
(f) each increase in the Maximum Commitment Amount. Each such increase total Commitments shall be approved by the Agent and shall be in an the amount of at least Ten Million Dollars ($10,000,000;
(g) all of the representations and warranties of Borrower and Guarantors in the Loan Documents shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (or if such representations and warranties by their terms relate solely to an earlier date, then as of such earlier date), increased by increments ;
(h) no Default or Event of One Million Dollar ($1,000,000), and may be made by either Default exists or would result therefrom;
(i) increasingno Lender, for one or more Lendersincluding, but not limited to Regions, shall be an Increasing Lender without the written consent of such Lender, and shall be subject to the approval of Agent, LC Issuer and Swing Line Lender;
(j) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, with their prior written consentthe covenants contained in §9; and
(k) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent's Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), their respective Revolving Credit expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, or (ii) including one or more Additional Lenders, Agent shall promptly provide each Lender and Borrower with a new Revolving Credit Commitment, as a party Schedule 1.1 to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised acknowledges that its Commitment Percentage under Schedule 1 to this Agreement, including revised Commitment Percentages for each 1.1 and allocated portion of the Lenders, if appropriate, at least three Business Days prior to the date Outstanding Revolving Loans will change in accordance with its pro rata share of the effectiveness of such Additional increased Commitments.) Unless and until the total Commitments (each an “Additional Lender Assumption Effective Date”)have been increased in accordance with this §2.8, and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request be permitted any increase disbursement beyond the amount of the Commitments in the Commitment pursuant effect immediately prior to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existproposed increase.
Appears in 1 contract
Sources: Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Increase in Commitment. At any time during the Commitment Increase Period, US Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount (with a corresponding increase in the Maximum US Revolving Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made ) by either (i) increasing, for one or more US Lenders, with their prior written consentconsent (and with the prior written consent of Agent), their respective US Revolving Credit Commitments, or (ii) including one or more Additional Lenders, with the prior written consent of Agent (which shall not be unreasonably withheld), each with a new US Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) each Additional Lender’s US Revolving Credit Commitment shall be for an amount of no less than Ten Million Dollars ($10,000,000), and (D) US Borrower shall execute and deliver to Agent and the US Lenders such replacement or additional US Revolving Credit Notes as shall be required by Agent (and to the extent Notes have been requested by the affected Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the US Lenders shall make adjustments among themselves with respect to the US Revolving Loans then outstanding and amounts of principal, interest, commitment interest and facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such US Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.10(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.10(a) hereof) without the prior written consent of such Lender. US Borrower shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b2.10(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Sources: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount Amount by either, at the option of at least Ten Million Dollars ($10,000,000)Administrative Borrower, increased by increments of One Million Dollar ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, acceptable to Administrative Borrower, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide the Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) US Borrowers and, as appropriate, each Foreign Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower Borrowers shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Sources: Credit Agreement (IHS Inc.)
Increase in Commitment. At Provided no Default or Event of Default has occurred and is continuing, the Company may, on any Business Day on or prior to the Termination Date, from time during the Commitment Increase Periodto time, Borrower may request that Agent increase the Total aggregate amount of the Commitments up to a maximum amount of $650,000,000 by delivering a Commitment Amount from Increase Request in the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount form of Exhibit E hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in their reasonable discretion or additional Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its Commitment (or additional amount of its Commitment). The effective date of the effectiveness of Commitment Amount Increase shall be agreed upon by the Company, such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenderswhose agreement shall not be unreasonably withheld, conditioned or delayed). The Lenders hereby authorize Agent to execute Upon the effectiveness thereof, each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the advance Revolving Loans and purchase Participating Interests in all then outstanding and amounts Letters of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, Credit in the opinion of Agent, in order to reallocate among an amount sufficient such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately that after giving effect to such Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such effectiveness and that the Company shall not have terminated any such portion of the Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase would existits Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.
Appears in 1 contract
Sources: Credit Agreement (Emcor Group Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the Total Revolving Credit Commitment Amount from (any such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more term loans (any such term loan, an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the Closing Commitment Amount up SixthNinth Amendment Effective Date not to an amount exceed Three Hundred Million Dollars ($300,000,000); provided that no Incremental Increases shall not exceed be requested during the Maximum Commitment AmountCovenant Adjustment Period. Each such increase request for an Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (ix) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsCommitments and/or the addition of an Incremental Term Loan Commitment, or and/or (iiy) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional CommitmentsCommitments or Incremental Term Loans as term loan “A”. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, Each Incremental Term Loan may permit be made as a term loan “A” to be made by one or more Lenders or Additional Commitments upon satisfaction of the following requirements: (A) each Additional LenderLenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to US Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the such Additional Lenders, if appropriateLenders or lenders, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existapplicable.
Appears in 1 contract
Increase in Commitment. (i) At any time during thefrom the First Amendment Effective Date through the last day of Commitment Increase Period, Borrower the Borrowers may request that the Administrative Agent increase the Total Commitment Amount from by (A) increasing the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or 59
(ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to Borrower the Borrowers and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), (D) the applicable Borrowers shall (1) deliver to the Administrative Agent the resolutions of the board of directors (or other governing body) of such Borrower, in form and substance reasonably satisfactory to the Administrative Agent, evidencing approval of such increase and the consummation of the transactions contemplated thereby and (C2) Borrower if requested by the Administrative Agent, deliver to the Administrative Agent an opinion of counsel with respect to such increase, in form and substance reasonably satisfactory to the Administrative Agent, and (E) the applicable Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (and if Notes have been requested by the such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. .
(iii) On each Additional Lender Assumption Effective DateDate with respect to the Specific Commitment being increased, as appropriate, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower 2.10(b) (and the appropriate Borrowers shall not request pay to the Lenders any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.60
Appears in 1 contract
Increase in Commitment. At (a) Provided that no Unmatured Default or Default has occurred and is continuing, subject to the terms and conditions set forth in this Section 2.23, the Borrower shall have the option at any time during and from time to time prior to the Commitment Increase Perioddate that is at least thirty (30) days prior to the Facility Termination Date to request an increase in the Aggregate Revolving Credit Commitment, Borrower may request that Agent increase the Total Commitment Amount from Term Loan A Commitments and/or the Closing Commitment Amount Term Loan B Commitments, each in increments of $10,000,000, by an aggregate amount of increases to the Aggregate Revolving Credit Commitment, the Term A Loan Commitments and Term Loan B Commitments of up to an amount that shall not exceed $350,000,000 (the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars the requested increase to be set forth in the Increase Notice) ($10,000,000)which, increased by increments of One Million Dollar ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective assuming no previous reduction in the Revolving Credit Commitments, the Term Loan A Commitments or the Term Loan B Commitments, would result in an Aggregate Commitment of $700,000,000), written notice to the Administrative Agent (an “Increase Notice”). The execution and delivery of the Increase Notice by the Borrower shall constitute a representation and warranty by the Borrower that all the conditions set forth in this Section 2.23 shall have been satisfied on the date of such Increase Notice. The Commitment Increase may be allocated (1) to the then existing Revolving Credit Commitments, having the same terms as the existing Revolving Credit Commitments (2) to the then existing Term Loan A Commitments having the same terms as the existing Term Loan A Commitments, (3) to the initial Term Loan B Commitment, or once the initial Term Loan B Commitment is provided hereunder, to the then existing Term Loan B Commitments having the same terms as the existing Term Loan B Commitments, or (ii4) including one any combination thereof reasonably satisfactory to Administrative Agent and satisfactory to the existing or more Additional additional Revolving Credit Lenders, each with a new Term Loan A Lenders or Term Loan B Lenders, as applicable, providing such additional Revolving Credit Commitments, Term Loan A Commitments or Term Loan B Commitments, as applicable.
(b) In the event of the initial increase of the Term Loan B Commitment, as a party (i) the Borrower, the Administrative Agent and the Lenders providing such initial Term Loan B Commitment shall enter into an amendment to this Agreement as is necessary to evidence such increase of the Term Loan B Commitment (collectively, the “Additional CommitmentTerm Loan B Commitment Amendment”); provided, howeverand all Lenders not providing the initial Term Loan B Commitments hereby consent to such limited scope amendment without future consent rights, provided that existing Lenders any such amendment regarding the Term Loan B shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirementsthat: (A) each Additional Lender, if any, the final maturity date of the Term Loan B Commitment shall execute an Additional Lender Assumption Agreementbe no earlier than the Term Loan A Maturity Date, (B) Agent there shall provide to be no scheduled amortization of the loans or reductions of commitments under the Term Loan B Commitment (which shall not restrict any mandatory prepayments required under Section 2.3(b)) and (C) the Term Loan B Loans will rank pari passu in right of payment with the existing Revolving Credit Loans and the existing Term Loan A Loans and the borrower and guarantors of the Term Loan B Commitment shall be the same as the Borrower and each Lender a revised Schedule 1 Subsidiary Guarantors with respect to this Agreementthe existing Revolving Credit Loans and Term Loan A Loans, including revised Commitment Percentages for each of (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan B shall be determined by the Borrower and the Term Loan B Lenders, if appropriate, at least three Business Days prior to (E) the date of Term Loan B Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”)Revolving Credit Loans and Term Loan A Loans, and (CF) the terms of the Term Loan B Commitment shall be substantially identical to the terms set forth herein with respect to Term Loan A (except as set forth in clauses (A) through (E) above), except for any terms that apply only after the Term Loan A Maturity Date or are also added for the benefit of the Term Loan A Lenders, and (ii) Borrower shall execute and deliver a Note to each Term Loan B Lender with respect to its respective Term Loan B Loan.
(c) Upon receipt of any Increase Notice, the Administrative Agent shall consult with the Arrangers and shall notify the Borrower of the amount of facility fees (if any) to be paid to any Lenders who provide an additional Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable, in connection with such increase in the Aggregate Revolving Credit Commitment, Term Loan A Commitment or Term Loan B Commitment, as applicable (which shall be in addition to the fees to be paid to Administrative Agent or the Arrangers pursuant to the Fee Letter). If the Borrower agrees to pay the facility fees so determined, then the Administrative Agent shall send a notice to all Revolving Credit Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable, (the “Additional Commitment Request Notice”) informing them of the Borrower’s request to increase the Aggregate Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, upon such terms shall provide Administrative Agent with a written commitment letter specifying the amount of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable, which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Administrative Agent and the Arrangers shall allocate the Commitment Increase among the Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, who provide such replacement or commitment letters on such basis as the Administrative Agent and the Arrangers shall determine after consultation with the Borrower. If the additional Revolving Credit Notes Commitments, Term Loan A Commitments and/or Term Loan B Commitments, as shall be required by Agent (and applicable, so provided are not sufficient to provide the full amount of the Commitment Increase requested by the Borrower, then the Administrative Agent, the Arrangers or the Borrower may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Administrative Agent, the Arrangers and the Borrower) to become a Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender and provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, as applicable. The Administrative Agent shall provide all Revolving Credit Lenders, Term Loan A Lenders and/or Term Loan B Lenders, as applicable, with a notice setting forth the amount, if any, of the additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment, to be provided by each Revolving Credit Lender, Term Loan A Lender and/or Term Loan B Lender, as applicable, and the revised Revolving Credit Percentages, Term Loan A Commitment Percentages and/or Term Loan B Commitment Percentages, as applicable, which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). The Lenders hereby authorize Agent In no event shall any Lender be obligated hereunder to execute each Additional Lender Assumption Agreement on behalf of the Lenders. provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment.
(d) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves any Commitment Increase Date with respect to the Revolving Credit Commitment, the outstanding principal balance of the Revolving Credit Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in reallocated among the opinion of Agent, in order to reallocate among such Revolving Credit Lenders such that after the applicable Commitment Increase Date the outstanding amounts, based on principal amount of Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Revolving Credit Percentage (as in effect after the revised applicable Commitment Percentages Increase Date) of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Letters of Credit and Swingline Advances shall be similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Percentage is increasing shall advance the funds to otherwise carry out fully the intent Administrative Agent and terms the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Percentage is decreasing as necessary to accomplish the required reallocation of this Section 2.9(b). Borrower shall not request any the outstanding Revolving Credit Loans.
(e) Upon the effective date of each increase in the Commitment Aggregate Revolving Credit Commitment, Term Loan A Commitments and/or Term Loan B Commitments pursuant to this Section 2.9(b2.23, the Administrative Agent may unilaterally revise Schedule 1.1 to reflect the then current Commitments of each Lender and shall provide a copy thereof to each Lender.
(f) if a Default Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Revolving Credit Lenders to increase the Aggregate Revolving Credit Commitment, the Administrative Agent and the Term Loan A Lenders to increase the Term Loan A Commitments or an Event the Administrative Agent and the Term Loan B Lenders (including any Persons that elect to become Term Loan B Lenders) to increase the Term Loan B Commitments, as applicable, pursuant to this Section 2.23 shall be conditioned upon satisfaction of Default shall then existthe following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Aggregate Revolving Credit Commitment, the Term Loan A Commitments or immediately after giving effect to any such increase would exist.the Term Loan B Commitments, as applicable:
Appears in 1 contract
Sources: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Increase in Commitment. At Provided no Default or Event of Default has occurred and is continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time during the Commitment Increase Periodto time, Borrower may request that Agent increase the Total aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount from Increase Request in the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount form of Exhibit D hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed -12- $400,000,000. The effective date of the effectiveness of Commitment Amount Increase shall be agreed upon by the Company, such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenderswhose agreement shall not be unreasonably withheld, conditioned or delayed). The Lenders hereby authorize Agent to execute Upon the effectiveness thereof, each Additional Lender Assumption Agreement on behalf of shall advance the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the relevant Revolving Loans and purchase Participating Interests in all then outstanding and amounts Letters of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, Credit in the opinion of Agent, in order to reallocate among an amount sufficient such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such portion of the Aggregate Revolving Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase would existits Aggregate Revolving Commitment and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (Emcor Group Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount (with a corresponding increase in the Revolving Amount from the Closing Revolving Amount to the Maximum Revolving Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made ) by either (i) proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit CommitmentsCommitment, or (ii) with the prior written consent of Agent, including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “"Additional Commitment”"); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriateRevolving Lenders with respect to the Revolving Credit Commitment (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment), at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “"Additional Lender Assumption Effective Date”"), and (C) Borrower shall execute and deliver to Agent and the Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders. On each Additional Lender Assumption Effective Date, the Revolving Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Revolving Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this subsection (b). In connection therewith, it is understood and agreed that the Maximum Amount of any Revolving Lender will not be increased (or decreased except pursuant to this Section 2.9(b)2.13) without the prior written consent of such Revolving Lender. Borrower shall not request any increase in the Total Commitment Amount (or the Revolving Amount) pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Sources: Credit and Security Agreement (Shiloh Industries Inc)
Increase in Commitment. At any time during the Commitment Increase Period, (a) The Borrower may request that Agent increase the Total Commitment Amount from aggregate amount of the Closing Commitment Amount up to Commitments by an amount that shall not exceed the Maximum greater than $100,000,000 (any such increase, a “Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased Increase”) by increments of One Million Dollar ($1,000,000), and may be made by designating either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, of the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent(each of which, in its sole discretion, may permit determine whether and to what degree to participate in such Commitment Increase) or one or more assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other assignee (an “Additional Commitments upon satisfaction Lender”), to become a party to this Agreement. The sum of the following requirements: increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (i) the receipt by the Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, if any, shall execute an setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender Assumption Agreementto become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each such evidence of appropriate corporate authorization on the part of the LendersBorrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, if appropriate(ii) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, at least three Business Days prior (iii) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (iv) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (X) no Default or Event of Default has occurred and is continuing, and (Y) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the effectiveness Commitment Increase.
(c) If any Loans are outstanding upon the effective date of such Additional Commitments (any Commitment Increase, each an “Additional Increasing Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (i) the aggregate outstanding principal amount of such Loans (other than Swingline Loans), expressed as a percentage of the Lenders. On aggregate Commitments (calculated, in each Additional Lender Assumption Effective Datecase, immediately after such Commitment Increase) and (ii) in the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts case of principalan Increasing Lender, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessarysuch Increasing Lender’s Commitment Increase and, in the opinion case of Agentan Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (I) the aggregate outstanding principal amount of each Loan (other than Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in order each case, immediately prior to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages Increase) and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase (II) in the case of an Increasing Lender, such Increasing Lender’s Commitment pursuant to this Section 2.9(bIncrease and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) if a Default or an Event of Default shall then existthe same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), or immediately such that after giving effect to such Commitment Increase and the Loans made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 2.12(e) in connection with such increase would existCommitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Sources: Revolving Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made Amount by either (i) increasing, for one or more LendersBanks, with and subject to their prior written consent, their respective Revolving Credit Commitments, or (ii) with and subject to the prior written consent of Agent, including one or more Additional LendersBanks, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders Banks agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional LenderBank, if any, shall execute an Additional Lender Bank Assumption Agreement, (B) Agent shall provide to Borrower and each Lender Bank a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the LendersBanks, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Bank Assumption Effective Date”), and (C) Borrower Borrowers shall execute and deliver to Agent and the Lenders Banks such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Lenders Banks hereby authorize Agent to execute each Additional Lender Bank Assumption Agreement on behalf of the LendersBanks. On each Additional Lender Bank Assumption Effective Date, the Lenders Banks shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders Banks such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(bsubsection (b). Borrower shall not It is a condition precedent to Borrowers’ ability to request any increase in the Total Commitment Amount pursuant to this Section 2.9(bsubsection (b) if a that Borrowers shall have demonstrated to the satisfaction of the Agent compliance with each of the following: (x) no Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist, and (y) MTCT shall have completed a secondary stock offering raising a minimum of $50,000,000 in additional equity. Borrowers shall pay any attorneys’ fees or other expenses of Agent in connection with the documentation of any such increase, as well as such other fees as may be agreed upon between Borrowers and Agent.
Appears in 1 contract
Increase in Commitment. i. At any time during the Commitment Increase Period, the Borrower may request that the Administrative Agent (A) increase the Total Commitment Amount from Maximum Revolving Amount, or (B) add a term loan facility to this Agreement (the Closing Commitment Amount up “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to an subsection (c) below); provided that the aggregate amount that of all increases (revolver and term) made pursuant to this subsection (b) following the Fourth Amendment Effective Date shall not exceed the Maximum Commitment AmountOne Hundred Million Dollars ($100,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (ii3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit CommitmentCommitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments.
ii. During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (CD) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (and if Notes have been requested by such Lender or Lenders) and (E) solely with respect to any Additional Commitment in connection with the Lenders)Project Everest Acquisition, upon satisfaction solely of the Project Everest Acquisition Conditions. The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
iii. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such the applicable Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.10(b) (and the Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Fixed Rate Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. Other than with respect to the Project Everest Acquisition, the Borrower shall not request any increase in the Commitment or any addition of a term loan facility pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (i) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall be an Eligible Transferee and shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment facility fees, utilization fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Increase in Commitment. At Provided no Default or Event of Default has occurred and is continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time during the Commitment Increase Periodto time, Borrower may request that Agent increase the Total aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount from Increase Request in the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount form of Exhibit D hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed $600,000,000. The effective date of the effectiveness of Commitment Amount Increase shall be agreed upon by the Company, such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenderswhose agreement shall not be unreasonably withheld, conditioned or delayed). The Lenders hereby authorize Agent to execute Upon the effectiveness thereof, each Additional Lender Assumption Agreement on behalf of shall advance the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the relevant Revolving Loans and purchase Participating Interests in all then outstanding and amounts Letters of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, Credit in the opinion of Agent, in order to reallocate among an amount sufficient such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such portion of the Aggregate Revolving Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase would existits Aggregate Revolving Commitment and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Revolving Amount from the Closing Commitment Revolving Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made Revolving Amount by either (i) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit CommitmentsCommitment, or (ii) with the prior written consent of Agent, including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment and the Term Loan Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriateLenders with respect to the Revolving Credit Commitment and the Term Loan Commitment (revised so that each Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment and the Term Loan Commitment), at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans and the Term Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this subsection (b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(b)2.10(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Commitment Revolving Amount pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist. Upon the increase of the Revolving Amount, the Total Commitment Amount shall be increased by the amount of the increase in the Revolving Amount.
Appears in 1 contract
Sources: Credit and Security Agreement (Shiloh Industries Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the Total Revolving Credit Commitment Amount from (any such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more term loans (any such term loan, an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the Closing Commitment Amount up Ninth Amendment Effective Date not to an amount exceed Three Hundred Million Dollars ($300,000,000); provided that no Incremental Increases shall not exceed be requested during the Maximum Commitment AmountCovenant Adjustment Period. Each such increase request for an Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (ix) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsCommitments and/or the addition of an Incremental Term Loan Commitment, or and/or (iiy) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional CommitmentsCommitments or Incremental Term Loans as term loan “A”. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, Each Incremental Term Loan may permit be made as a term loan “A” to be made by one or more Lenders or Additional Commitments upon satisfaction of the following requirements: (A) each Additional LenderLenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to US Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the such Additional Lenders, if appropriateLenders or lenders, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existapplicable.
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrower may request that Agent elect to increase the Total Commitment Amount from by (A) increasing the Closing Commitment Amount up Maximum Revolving Amount, or (B) adding a term loan facility to an this Agreement (the “Term Loan Facility”) (which Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount that of all such increases (revolver and term) made pursuant to this subsection (b) shall not exceed the Maximum Commitment AmountEight Hundred Million Dollars ($800,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (i1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Term Loan Facility, or (ii3) including one or more Additional LendersLenders approved by the Borrower and the Administrative Agent (such approvals not to be unreasonably withheld, conditioned or delayed), each with a new commitment under the Revolving Credit CommitmentCommitment or the Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. .
(ii) During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments shall be permitted upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (CD) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (and if Notes have been requested by the such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. .
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such the applicable Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.10(b) (and the Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Term SOFR Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) above) without the prior written consent of such Lender. The Borrower shall not request elect any increase in the Total Commitment Amount pursuant to this Section 2.9(b2.10(b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of the Maximum Revolving Amount or addition of the Term Loan Facility, the Total Commitment Amount shall be increased by the same amount.
(iv) Any increased or new Revolving Commitment pursuant to this Section 2.10(b) (A) may have different upfront fees as those paid in connection with existing Revolving Commitments, and (B) may be subject to a higher Applicable Margin and/or Applicable Facility Fee Rates so long as such increased Applicable Margin and/or Applicable Facility Fee Rates are also applicable to all existing Revolving Commitments.
Appears in 1 contract
Sources: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. At any time during the Commitment Increase PeriodPeriod (but no more frequently than once per calendar year), Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount increments of at least Ten Five Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,0005,000,000), and may be made by either (i) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsMaximum Amounts, or (ii) including one or more Additional Lenders, each with a new Maximum Amount of the Revolving Credit Commitment, as a party to this Agreement (collectively, the “"Additional Commitment”"); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender "Assumption Effective Date”"), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such the Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b)subsection. Borrower shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b) subsection if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Sources: Credit Agreement (Pioneer Standard Electronics Inc)
Increase in Commitment. At Provided no Default or Event of Default has occurred and is continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time during the Commitment Increase Periodto time, Borrower may request that Agent increase the Total aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount from Increase Request in the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount form of Exhibit D hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed $300,000,000. The effective date of the effectiveness of Commitment Amount Increase shall be agreed upon by the Company, such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenderswhose agreement shall not be unreasonably withheld, conditioned or delayed). The Lenders hereby authorize Agent to execute Upon the effectiveness thereof, each Additional Lender Assumption Agreement on behalf of shall advance the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the relevant Revolving Loans and purchase Participating Interests in all then outstanding and amounts Letters of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, Credit in the opinion of Agent, in order to reallocate among an amount sufficient such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such portion of the Aggregate Revolving Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase would existits Aggregate Revolving Commitment and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (Emcor Group Inc)
Increase in Commitment. At any time during the Commitment Increase Period, (a) The Borrower may request that Agent increase the Total Commitment Amount from aggregate amount of the Closing Commitment Amount up to Commitments by an amount that shall not exceed the Maximum greater than $50,000,000 (any such increase, a “Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased Increase”) by increments of One Million Dollar ($1,000,000), and may be made by designating either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, of the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent(each of which, in its sole discretion, may permit determine whether and to what degree to participate in such Commitment Increase) or one or more assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any existing Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other assignee (an “Additional Commitments upon satisfaction Lender”), to become a party to this Agreement. The sum of the following requirements: increases in the Commitments of the Increasing Lenders pursuant to this Section 2.08 plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase or be less than $10,000,000 in the aggregate and integral multiples of $5,000,000 in excess thereof. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.
(b) Any Commitment Increase shall become effective upon (i) the receipt by the Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, if any, shall execute an setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender Assumption Agreementto become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each such evidence of appropriate corporate authorization on the part of the LendersBorrower with respect to the Commitment Increase and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, if appropriate(ii) the funding by each Increasing Lender and Additional Lender of the Loan(s) to be made by each such Lender described in paragraph (c) below, at least three Business Days prior (iii) receipt by the Administrative Agent of the reasonable fees and expenses of the Administrative Agent and Lenders associated with such Commitment Increase, and (iv) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (X) no Default or Event of Default has occurred and is continuing, and (Y) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects as of the date of the effectiveness Commitment Increase.
(c) If any Loans are outstanding upon the effective date of such Additional Commitments (any Commitment Increase, each an “Additional Increasing Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf shall provide funds to the Administrative Agent in the manner described in Section 2.03(d) in an amount equal to the product of (i) the aggregate outstanding principal amount of such Loans (other than Swingline Loans), expressed as a percentage of the Lenders. On aggregate Commitments (calculated, in each Additional Lender Assumption Effective Datecase, immediately after such Commitment Increase) and (ii) in the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts case of principalan Increasing Lender, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessarysuch Increasing Lender’s Commitment Increase and, in the opinion case of Agentan Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be deemed to be a Loan or Loans made by such Lender on the date of such Commitment Increase, with such Loan(s) being in (A) in an amount equal to the product of (I) the aggregate outstanding principal amount of each Loan (other than Swingline Loans) expressed as a percentage of the aggregate Commitments (calculated, in order each case, immediately prior to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages Increase) and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase (II) in the case of an Increasing Lender, such Increasing Lender’s Commitment pursuant to this Section 2.9(bIncrease and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) if a Default or an Event of Default shall then existthe same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), or immediately such that after giving effect to such Commitment Increase and the Loans made on the date of such Commitment Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to such Commitment Increase). The Borrower shall pay to the Administrative Agent any amounts payable pursuant to Section 2.12(e) in connection with such increase would existCommitment Increase.
(d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Loans on such date pursuant to paragraph (c) above, all calculations and payments of Facility Fees and of interest on the Loans comprising any Loan shall take into account the actual Commitment of each Lender (including the Additional Lender) and the principal amount outstanding of each Loan made by each such Lender during the relevant period of time.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Revolving Amount from the Closing Commitment Revolving Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made Revolving Amount by either (i) proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit CommitmentsCommitment, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Revolving Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriateRevolving Lenders with respect to the Revolving Credit Commitment (revised so that each Revolving Lender will have a new Applicable Commitment Percentage for the Revolving Credit Commitment), at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent Agent, and (and requested by D) Borrower shall, on the Additional Lender Assumption Effective Date, deliver to Agent, for the benefit of the Lenders, (1) written confirmation (in form and substance reasonably satisfactory to Agent) that Borrower shall have given written notice to each Convertible Subordinated Noteholder that the Obligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Revolving Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders. On each Additional Lender Assumption Effective Date, the Revolving Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Revolving Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this subsection (b). In connection therewith, it is understood and agreed that the Maximum Amount of any Revolving Lender will not be increased (or decreased except pursuant to Section 2.9(b)2.10(a) hereof) without the prior written consent of such Revolving Lender. Borrower shall not request any increase in the Revolving Amount (or the Total Commitment Amount) pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist. Upon each increase of the Revolving Amount, the Total Commitment Amount shall be proportionally increased from the Closing Commitment Amount up to the Maximum Commitment Amount.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the Total Revolving Credit Commitment Amount from (any such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more term loans (any such term loan, an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the Closing Commitment Amount up FourthSixth Amendment Effective Date not to an amount that shall not exceed the Maximum Commitment AmountThree Hundred Million Dollars ($300,000,000). Each such increase request for an Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (ix) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsCommitments and/or the addition of an Incremental Term Loan Commitment, or and/or (iiy) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional CommitmentsCommitments or Incremental Term Loans as term loan “A”. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, Each Incremental Term Loan may permit be made as a term loan “A” to be made by one or more Lenders or Additional Commitments upon satisfaction of the following requirements: (A) each Additional LenderLenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to US Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the such Additional Lenders, if appropriateLenders or lenders, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existapplicable.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount increments of at least Ten Five Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), 5,000,000) and may be made by either (i) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsMaximum Amounts, or (ii) including one or more Additional Lenders, each with a new Maximum Amount of the Revolving Credit Commitment, as a party to this Agreement (collectively, the “"Additional Commitment”"); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender "Assumption Effective Date”"), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(bsubsection (b). Borrower shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrower may request that the Administrative Agent increase the Total Commitment Amount from by increasing the Closing Commitment Amount up Maximum Revolving Amount; provided that the aggregate amount of all such increases made pursuant to an amount that this Section 2.9(b) shall not exceed Two Hundred Million Dollars ($200,000,000), the Maximum Commitment Amountentire amount of which is available as of the Fifth Amendment Effective Date. Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (iA) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (iiB) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. .
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (CD) the Borrower shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (and requested by the Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. .
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and the Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurocurrency Loans). In connection therewith, it is understood and agreed that the Maximum Revolving Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent. Upon each increase of the Maximum Revolving Amount, the Total Commitment Amount shall be increased by the same amount.
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrower may request that the Administrative Agent (A) increase the Total Commitment Amount from Maximum Revolving Amount, or (B) add a term loan facility to this Agreement (the Closing Commitment Amount up “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to an subsection (c) below); provided that the aggregate amount that of all increases (revolver and term) made pursuant to this subsection (b) shall not exceed the Maximum Commitment AmountOne Hundred Million Dollars ($100,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to the Additional Term Loan Facility, or (ii3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit CommitmentCommitment or the Additional Term Loan Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. .
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of at least Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (CD) the Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (and if Notes have been requested by the such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. .
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such the applicable Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.10(b) (and the Borrower shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Fixed Rate Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to subsection (a) hereof) without the prior written consent of such Lender. The Borrower shall not request any increase in the Commitment or any addition of a term loan facility pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Revolving Amount from the Closing Commitment Revolving Amount up to an amount that shall not exceed the Maximum Commitment Revolving Amount. Each such request for an increase shall be in an amount of at least Ten Five Million Dollars ($10,000,0005,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower Borrowers shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent Agent, and (and requested by D) Borrowers shall, on the Additional Lender Assumption Effective Date, deliver to Agent, for the benefit of the Lenders, (1) written confirmation (in form and substance reasonably satisfactory to Agent) that Epiq shall have given written notice to each Convertible Subordinated Noteholder that the Obligations incurred pursuant to the Additional Commitments are being designated as Senior Indebtedness (as defined in the Convertible Subordinated Notes), and (2) a certificate and any other reasonable evidence required by Agent or the Required Lenders demonstrating that all terms and conditions for designating Senior Indebtedness (as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes are being met. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrowers shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurodollar Loans). Borrower In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrowers shall not request any increase in the Commitment Revolving Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase (including a pro forma calculation of the financial covenants set forth in Section 5.7 hereof) would exist. Upon each increase of the Revolving Amount, the Total Commitment Amount shall be proportionally increased.
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount from by (A) increasing the Closing Commitment Amount up Revolving Amount, or (B) adding an Additional Facility to an this Agreement (any such Additional Facility shall be subject to subsection (c) below); provided that the aggregate amount that of all such increases under this subsection (b) shall not exceed the Maximum Commitment Increase Amount. Each such request for an increase shall be in an amount of at least Ten Five Million Dollars ($10,000,0005,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (i1) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Revolving Credit Commitments, (2) adding a new commitment for one or more Lenders, with their prior written consent, with respect to an Additional Facility, or (ii3) including one or more Additional Lenders, each with a new commitment under the Revolving Credit CommitmentCommitment or an Additional Facility, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders shall be given the first opportunity to provide Additional Commitments. .
(ii) During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may Agent shall permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Administrative Borrower and each Lender a revised Schedule 1 to this Agreement, including revised applicable Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower Borrowers shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes or other Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. .
(iii) On each Additional Lender Assumption Effective Date, as appropriate, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such the applicable Lenders such outstanding amounts, based on the revised applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrowers shall pay to the applicable Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the applicable Lenders would cause a prepayment of one or more Eurodollar Loans). Borrower In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) above) without the prior written consent of such Lender. Borrowers shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase (including a pro forma calculation of the financial covenants set forth in Section 5.7 hereof) would exist. At the time of any such increase, at the request of Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by Agent.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the Total Revolving Credit Commitment Amount from (any such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more term loan (any such term loan, an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the Closing Commitment Amount up term of this Agreement not to an amount that shall not exceed the Maximum Commitment AmountThree Hundred Million Dollars ($300,000,000). Each such increase request for an Incremental Revolving Credit Increase and/or Incremental Term Loan, as applicable, shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (ix) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsCommitments and/or the addition of an Incremental Term Loan Commitment, or and/or (iiy) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional CommitmentsCommitments or Incremental Term Loans as term loan “A”. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, Each Incremental Term Loan may permit be made as a term loan “A” to be made by one or more Lenders or Additional Commitments upon satisfaction of the following requirements: (A) each Additional LenderLenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to US Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the such Additional Lenders, if appropriateLenders or lenders, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existapplicable.
Appears in 1 contract
Increase in Commitment. At any time during (a) After the Commitment Increase PeriodClosing Date, the ---------------------- Borrower may shall have the right on up to three (3) occasions to request that the Agent increase obtain additional Commitments (the Total Commitment Amount from "Additional Commitments") so that the Closing Commitment Amount up to Revolving Commitments aggregate an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten equal to One Hundred and Seventy-Five Million Dollars ($10,000,000175,000,000) and the Commitments aggregate an amount equal to Three Hundred and Twenty-Five Million Dollars ($325,000,000) (the "Increased Facility Amount"), increased by increments of One Million Dollar ($1,000,000), and may each which request shall be made by either the Borrower giving written notice (ithe "Additional Commitment Notice") increasingto the Agent prior to the date which is one hundred and twenty (120) days after the date of this Agreement setting forth such details with respect thereto as are reasonably requested by the Agent. Upon such request, for one or more Lendersthe Agent shall, at the Borrower's sole cost and expense of documentation and legal fees in connection therewith, use its reasonable efforts, in accordance with its customary syndication procedures, with their the assistance of the Borrower, to arrange a syndicate of lenders with Revolving Commitments (including the initial Revolving Commitments), aggregating the Increased Facility Amount on or before the date which is ninety (90) days after the Additional Commitment Notice was received by the Agent (the "Syndication Expiration Date"). The Agent shall first offer to the existing Lenders the option to participate in the proposed Additional Commitments to the extent of each Lender's pro-rata share of the proposed Additional Commitments prior written consent, their respective Revolving Credit to proposing additional bank syndicate members. If any existing Lender shall not agree to provide its pro-rata share of the proposed Additional Commitments within 10 days after receipt from the Agent of a request to accept such pro-rata share of the proposed Additional Commitments, prior to commencing syndication, the Agent shall submit a list of proposed bank syndicate members (who indicate a willingness to accept all or (iia portion of the amount of the proposed Additional Commitments) including one to the Borrower; provided that, notwithstanding any existing Lender's rejection of its pro-rata share of the proposed Additional Commitments, such existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. From and after the Syndication Expiration Date, the Agent shall have no further obligation to syndicate the facility or more to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional LendersCommitment Notice and prior to the Syndication Expiration Date, each the Lender which is the Agent shall have the right, at its option, to commit to make the Additional Commitments available to the Borrower and, if the Lender which is the Agent shall so elect to commit to making the Additional Commitments available to the Borrower, to arrange a syndicate of Lenders with a Commitments aggregating the Increased Facility Amount. In the event that lenders commit to any such increase, any new Revolving Credit Commitment, as a party lender shall execute an accession agreement to this Agreement (collectivelyAgreement, the “Revolving Commitments of the existing Lenders which have committed to provide any of the Additional Commitment”); providedCommitments shall be increased, however, that existing the pro-rata shares of the Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Periodadjusted, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the following requirements: (A) each Additional LenderCommitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, shall execute by which Lenders have agreed to increase their respective Revolving Commitments or make new Revolving Commitments in response to the Borrower's request for an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 increase in the aggregate Commitments pursuant to this AgreementSection 2.22 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, including revised Commitment Percentages for in each case without the consent of the Lenders other than those Lenders increasing their Commitments. Increases in the Revolving Commitments shall be allocated two- thirds (2/3) to the Revolving Tranche A Commitments and one-third (1/3) to the Revolving Tranche B -57- Commitments. Any fees payable by the Borrower upon any such increase in the aggregate Commitments shall be agreed upon by the Agent and the Borrower at the time of such increase.
(b) Notwithstanding the foregoing, an increase in the aggregate amount of the Commitments shall be effective only if (i) no Default or Event of Default shall have occurred and be continuing on the date such increase is to become effective; (ii) each of the Lenders, if appropriate, at least three Business Days prior to representations and warranties made by the Borrower in this Agreement and the other Loan Documents shall be true and correct on and as of the date of the effectiveness Additional Commitment Notice and the date such increase is to become effective with the same force and effect as if made on and as of such Additional Commitments date (each an “Additional Lender Assumption Effective Date”or, if any such representation or warrant is expressly stated to have been made as of a specific date, as of such specific date), ; and (Ciii) Borrower the Agent shall execute have received such documents and deliver to certificates as the Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect its counsel may reasonably request relating to the Revolving Loans then outstanding and amounts authorization of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existincrease.
Appears in 1 contract
Sources: Credit Facilities Agreement (Choice Hotels International Inc /De)
Increase in Commitment. (i) At any time during the Commitment Increase Period, Borrower the Borrowers may request that the Administrative Agent increase the Total Commitment Amount from Maximum Revolving Amount; provided that the Closing Commitment Amount up aggregate amount of all increases made pursuant to an amount that this subsection (b) shall not exceed the Maximum Commitment AmountTwoOne Hundred Fifty Million Dollars ($200,000,000150,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (iA) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (iiB) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. .
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional Commitment from an Additional Lender, if any, shall be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to Borrower the Borrowers and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (CD) Borrower the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (and if Notes have been requested by the such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. .
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans). Borrower The Borrowers shall not request any increase in the Commitment Maximum Revolving Amount pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately or, after giving pro forma effect to any such increase increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent.
Appears in 1 contract
Sources: Fourth Amendment Agreement (Universal Logistics Holdings, Inc.)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the Total Revolving Credit Commitment Amount from (any such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more term loanloans (any such term loan, an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred during the Closing Commitment Amount up term of this Agreementafter the Fourth Amendment Effective Date not to an amount that shall not exceed the Maximum Commitment AmountThree Hundred Million Dollars ($300,000,000). Each such increase request for an Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (ix) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsCommitments and/or the addition of an Incremental Term Loan Commitment, or and/or (iiy) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional CommitmentsCommitments or Incremental Term Loans as term loan “A”. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, Each Incremental Term Loan may permit be made as a term loan “A” to be made by one or more Lenders or Additional Commitments upon satisfaction of the following requirements: (A) each Additional LenderLenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to US Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the such Additional Lenders, if appropriateLenders or lenders, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existapplicable.
Appears in 1 contract
Increase in Commitment. (a) At any time during prior to the Maturity Date, the Borrower shall have the ability, in consultation with the Administrative Agent, to request increases in the Commitment of all Lenders (each, a “Requested Commitment Increase”); provided that (i) no Lender shall have any obligation to participate in any Requested Commitment Increase, (ii) in no event shall the aggregate amount of all Requested Commitment Increases exceed $200,000,000, (iii) each such Requested Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an a minimum principal amount of at least Ten Million Dollars $100,000,000 or, if less, the remaining amount permitted pursuant to clause ($10,000,000), increased by increments ii) above and (iv) no Default or Event of One Million Dollar Default shall have occurred and be continuing or would result from the proposed Requested Commitment Increase.
($1,000,000), and b) The Administrative Agent shall promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Administrative Agent within ten (10) Business Days (or such longer period of time which may be agreed upon by the Administrative Agent and the Borrower and communicated to the Lenders) from the date of delivery of such notice to the Lenders whether or not it agrees to increase its Commitment and, if so, by what amount. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower of the Lenders’ responses to each request made by either hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.
(c) Upon the completion of each Requested Commitment Increase, (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or entries in the Register will be revised to reflect the revised Commitments and Commitment Percentages of each of the Lenders (including each new Lender) and (ii) including one or more Additional Lenders, each with a new the outstanding Revolving Credit Commitment, as a party to this Agreement (collectively, Loans will be reallocated on the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, effective date of such increase among the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves accordance with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the their revised Commitment Percentages and the Lenders (including each new Lender) having a Commitment agree to otherwise carry out fully make all payments and adjustments necessary to effect such reallocation and the intent Borrower shall pay any and terms of all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment.
(d) Notwithstanding anything set forth in this Section 2.9(b). Borrower 2.7 to the contrary, no Requested Commitment Increase shall not request any increase in be granted unless the Commitment pursuant to this Section 2.9(bfollowing conditions precedent are satisfied:
(i) if a no Default or an Event of Default shall then exist, or immediately have occurred and be continuing on such date (prior to and after giving effect to any the incurrence of the applicable Requested Commitment Increase);
(ii) the Administrative Agent shall have received an Officer’s Compliance Certificate; and
(iii) the Borrower shall have satisfied such increase would existother conditions to the completion of such Requested Commitment Increase as may be reasonably required by the Administrative Agent or the Lenders and Eligible Assignees participating in such Requested Commitment Increase.
Appears in 1 contract
Sources: Credit Agreement (Medimmune Inc /De)
Increase in Commitment. At (a) Provided no Default or Event of Default has occurred and is continuing, or would result therefrom, at any time during and from time to time, the Borrower may, by delivering an Increase Request to the Agent, request one or more increases to the amount of the Syndicated Facility Commitment Amount (each an “Increase”). 54411012.5 - 37 - Each Increase may not be less than Cdn. $1,000,000 and the Commitment Amount after any Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. then current Borrowing Base.
(b) Each such increase shall Increase Request will be in an delivered at least 20 Banking Days before the date of the requested Increase and will specify the requested principal amount of such Increase and the requested date of such Increase.
(c) Each Lender may, at least Ten Million Dollars ($10,000,000)its option, increased by increments provide its Rateable Portion of One Million Dollar ($1,000,000)the requested Increase. Any Lender consenting to provide its Rateable Portion of the Increase shall so notify the Agent within 10 Banking Days of the Increase Request and, upon delivery of such consent to the Agent, will be deemed to have committed to increase its respective Individual Syndicated Facility Commitment Amount accordingly. Any Lender which does not advise the Borrower and may the Agent, within 10 Banking Days of an Increase Request, that such Lender will provide its Rateable Portion of the requested Increase will be made by either deemed to have declined to provide its Rateable Portion thereof. Not more than three Banking Days following (i) increasingthe last day for receipt by the Agent of such notices; or (ii) if all such Lenders have provided such notice, the day on which the last of such notices has been received by the Agent, the Agent will advise each Lender and the Borrower which Lenders have agreed to provide their Rateable Portion of the Increase and which Lenders have declined to provide their Rateable Portion of the Increase, and the amount of such Rateable Portion so agreed or declined by each such Lender (the “Allocation Notice”).
(d) Each Lender agreeing to provide its Rateable Portion of the Increase may offer to acquire all or any portion of the requested Increase that has not yet been allocated to a Lender (the “Unallocated Portion”) by giving written notice to the Agent of the portion of the Unallocated Portion which such Lender is prepared to acquire. Such notice will be given not more than five Banking Days following receipt by such Lender of the Allocation Notice. By delivering such notice, each such Lender will be deemed to have committed to increase its respective Individual Syndicated Facility Commitment Amount accordingly. If more than one such Lender gives notice to the Agent that it wishes to acquire all or a portion of the Unallocated Portion (each such Lender, an “Additional Offer Lender”) and the amount of such Unallocated Portion which all such Additional Offer Lenders wish to acquire exceeds the amount of the Unallocated Portion, each such Additional Offer Lender will be deemed to have offered to acquire its Rateable Portion (determined on a pro rata basis by the Agent according to the respective amounts such Lenders have indicated that they wish to acquire of the Unallocated Portion, rounded to the nearest Cdn. $500,000). The Agent will give written notice to the Borrower, within two Banking Days following the expiry of the time for such Lenders to give notice of their intention to acquire pursuant to this Section 3.11(d), of any Lender agreeing to acquire all or a portion of the Unallocated Portion. 54411012.5
(e) If the Lenders have not offered to acquire all of the Unallocated Portion, then the Borrower may arrange for one or more Lendersother financial institutions (each a “Substitute Lender”) to offer to acquire the balance of the Unallocated Portion, with their prior written consent, their respective Revolving Credit Commitments, or subject to the following conditions: 54411012.5
(i) each Substitute Lender being satisfactory to the Agent; and
(ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, Substitute ▇▇▇▇▇▇ having delivered to the Agent an instrument in writing agreeing to be bound by the terms of this Agreement as a party Lender.
(f) Notwithstanding anything to the contrary in this Agreement (collectivelyAgreement, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity no Lender will have any obligation to provide Additional Commitments. During the Commitment participate in any requested Increase Period, the Lenders agree that Agent, unless it agrees to do so in its sole discretion, may permit one or more Additional Commitments upon .
(g) Any increase in the Individual Syndicated Facility Commitment Amount pursuant to an Increase Request will be subject to satisfaction by the Borrower of the following requirements: conditions precedent:
(Ai) delivery to the Agent of such officer’s certificates, directors’ resolutions or equivalents and legal opinions, and the making of such registrations or filings, as the Agent may reasonably require;
(ii) payment by the Borrower to each Additional LenderLender whose Individual Syndicated Facility Commitment Amount has increased pursuant to this Section 3.11 of a commitment fee on the amount of such increase at a rate to be negotiated by the Borrower and the Agent which is satisfactory to the Lenders; and
(iii) satisfaction of such additional conditions as the Agent may reasonably require.
(h) If an Increase is to be made pursuant to this Section 3.11, if any, shall execute an Additional Lender Assumption Agreement, (B) the Agent shall provide will forthwith prepare and deliver to the Borrower and each Lender a revised new Schedule 1 to this Agreement, including revised A setting forth the Individual Syndicated Facility Commitment Percentages for each Amount of the LendersLenders following the Increase. On the Banking Day following delivery of such new Schedule A, if appropriate, at least three Business Days prior to the date upon confirmation of the effectiveness satisfaction of the foregoing conditions, such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent new Schedule A and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf revised Individual Syndicated Facility Commitment Amount of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existset forth therein will become effective.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount increments of at least Ten Five Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,0005,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that the Global Agent proportionally increase the Total Maximum 364 Day Commitment Amount and Maximum General Revolving Commitment Amount from the Combined Closing Commitment Amount up to an amount that shall not exceed the Combined Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made Amount by either (i) proportionally increasing, for one or more Lenders, with their prior written consent, their respective 364 Day Commitment and General Revolving Credit CommitmentsCommitment, or (ii) including one or more Additional Lenders, each with a new 364 Day Commitment and a new General Revolving Credit Commitment (with the same Commitment Percentage for the 364 Day Commitment and the General Revolving Commitment), as a party to this Agreement (collectively, the “"Additional Commitment”"); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that the Global Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) the Global Agent shall provide to Borrower and each Lender a revised Schedule SCHEDULE 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, Agreement at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender "Assumption Effective Date”"), and (C) Borrower shall execute and deliver to the Global Agent and the Lenders such replacement or additional 364 Day Notes and General Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Global Agent. The Lenders hereby authorize the Global Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the 364 Day Lenders and the General Revolving Lenders shall make adjustments among themselves with respect to the 364 Day Loans and General Revolving Loans then outstanding and amounts of principal, interest, commitment facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Global Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.7(c). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b2.7(c) if a Default or an Event of Default shall then exist, exist or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Increase in Commitment. At Provided no Default or Event of Default has occurred and is continuing, the Company may, on any Business Day on or prior to the Revolving Credit Termination Date, from time during the Commitment Increase Periodto time, Borrower may request that Agent increase the Total aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount from Increase Request in the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount form of Exhibit D hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed $600,000,000. The effective date of the effectiveness of Commitment Amount Increase shall be agreed upon by the Company, such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenderswhose agreement shall not be unreasonably withheld, conditioned or delayed). The Lenders hereby authorize Agent to execute Upon the effectiveness thereof, each Additional Lender Assumption Agreement on behalf of shall advance the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the relevant Revolving Loans and purchase Participating Interests in all then outstanding and amounts Letters of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, Credit in the opinion of Agent, in order to reallocate among an amount sufficient such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no EurodollarSOFR Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such portion of the Aggregate Revolving Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase would existits Aggregate Revolving Commitment and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. At Provided there exists no Default, the Borrower on behalf of the Borrower and Guarantors may, on any time during Business Day after the Commitment Increase Perioddate hereof, Borrower may request that without the consent of any Bank but with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), increase the Total aggregate amount of the Commitments by delivering a Commitment Amount from Increase Request at least five (5) Business Days prior to the Closing desired effective date of such increase (the "Commitment Amount up Increase") identifying an additional Bank (or additional Commitment agreed to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either any existing Bank) and the amount of its Commitment (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit additional amount of its Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the aggregate amount of the Commitments when added to the "Commitments" under the Related Credit Agreement and the Canadian Credit Agreement to an amount in excess of $450,000,000 will require the approval of the Required Banks; provided further that prior to approaching an additional Bank, the Borrower shall have offered to the existing Banks the opportunity to increase their respective Commitments. The effective date of the Commitment pursuant Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, each new Bank (or, if applicable, each existing Bank which consented to this Section 2.9(ban increase in its Commitment) if a Default or shall advance Loans in an Event of Default shall then exist, or immediately amount sufficient such that after giving effect to its Loan each Bank shall have outstanding its pro rata share of Loans. It shall be a condition to such effectiveness that no Euro-Dollar Loans be outstanding on the date of such effectiveness and that the Borrower shall not have terminated any such portion of the Commitment pursuant to Section 2.8 hereof. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to increase would exist.its Commitment and no Bank's Commitment shall be increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to increase its Commitment. ARTICLE 3
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made Amount by either (i) increasing, for one or more LendersBanks, with and subject to their prior written consent, their respective Revolving Credit Commitments, or (ii) with and subject to the prior written consent of Agent, including one or more Additional LendersBanks, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “"Additional Commitment”"); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders Banks agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional LenderBank, if any, shall execute an Additional Lender Bank Assumption Agreement, (B) Agent shall provide to Borrower and each Lender Bank a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the LendersBanks, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “"Additional Lender Bank Assumption Effective Date”"), and (C) Borrower Borrowers shall execute and deliver to Agent and the Lenders Banks such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Lenders Banks hereby authorize Agent to execute each Additional Lender Bank Assumption Agreement on behalf of the LendersBanks. On each Additional Lender Bank Assumption Effective Date, the Lenders Banks shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders Banks such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(bsubsection (b). Borrower Borrowers shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(bsubsection (b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist. Borrowers shall pay any attorneys' fees or other expenses of Agent in connection with the documentation of any such increase, as well as such other fees as may be agreed upon between Borrowers and Agent.
Appears in 1 contract
Sources: Credit and Security Agreement (MTC Technologies Inc)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent and the Lenders (i) increase the Total Revolving Credit Commitment Amount (any such increase, an “Incremental Revolving Credit Increase”) and/or (ii) provide one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more term loans (any such term loan, an “Incremental Term Loan”; each Incremental Term Loan and each Incremental Revolving Credit Increase are collectively referred to herein as an “Incremental Increase”), in an aggregate principal amount for all such Incremental Revolving Credit Increases and Incremental Term Loans incurred after the Ninth Amendment Effective Date not to exceed Three Hundred Million Dollars ($300,000,000); provided that no Incremental Increases shall be requested from and after the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment AmountTenth Amendment Effective Date. Each such increase request for an Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and may be made by either (ix) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsCommitments and/or the addition of an Incremental Term Loan Commitment, or and/or (iiy) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment or with an Incremental Term Loan Commitment, as applicable, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentCommitments”); provided, however, provided that existing Lenders (other than any “institutional” lender) shall be given the first opportunity to provide Additional CommitmentsCommitments or Incremental Term Loans as term loan “A”. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, Each Incremental Term Loan may permit be made as a term loan “A” to be made by one or more Lenders or Additional Commitments upon satisfaction of the following requirements: (A) each Additional LenderLenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to US Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the such Additional Lenders, if appropriateLenders or lenders, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would existapplicable.
Appears in 1 contract
Increase in Commitment. At any time during the Commitment Increase Period, Borrower may request that Agent increase the Total Commitment Revolving Amount from the Closing Commitment Revolving Amount up to an amount that shall not exceed the Maximum Commitment Revolving Amount. Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar Dollars ($1,000,000), and and, if Agent agrees to such increase in the Revolving Amount, may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide "Additional Commitments"). During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “"Additional Lender Assumption Effective Date”"), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent Agent, and (and requested by D) Borrower shall, on the Additional Lender Assumption Effective Date, deliver to Agent, for the benefit of the Lenders), an opinion of counsel, in form and substance satisfactory to Agent, indicating that the Obligations incurred pursuant to the Additional Commitments are permitted to be incurred, and permitted to be secured, pursuant to the Senior Notes Documents. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b) (and Borrower shall pay to the Lenders any amounts that would be payable pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more Eurodollar Loans). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist. Upon each increase of the Revolving Amount, the Total Commitment Amount shall be proportionally increased.
Appears in 1 contract
Sources: Credit and Security Agreement (Kratos Defense & Security Solutions, Inc.)
Increase in Commitment. At any time during the Commitment Increase Periodprior to March 14, Borrower 2010, Borrowers may request that Agent increase the Total Maximum Commitment Amount from the Closing Commitment Amount up to an amount that shall not to exceed the Increased Maximum Commitment Amount. Each such increase Amount (with the understanding that the Seasonal Reduced Commitment Amount shall be increased as well in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made equal to the Additional Commitments) by either (i) increasing, for one or more LendersBanks, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional LendersBanks, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “"Additional Commitment”"); provided, however, that existing Lenders . The aggregate amount of such Commitment increase request shall be given in a minimum amount of Twenty Million Dollars ($20,000,000). Each Additional Commitment of each Additional Bank, if any, shall be in an amount of not less than Ten Million Dollars ($10,000,000). With the first opportunity to provide Additional Commitments. During consent of the Commitment Increase PeriodAgent and the Borrowers, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments may be permitted upon satisfaction of the following requirements: (A) each Additional LenderBank, if any, shall execute an Additional Lender Bank Assumption Agreement, (B) Agent shall provide to Borrower and each Lender Bank a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, Agreement at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender "Assumption Effective Date”"), and (C) Borrower Borrowers shall execute and deliver to Agent and the Lenders Banks such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Lenders Banks hereby authorize Agent to execute each Additional Lender Bank Assumption Agreement on behalf of the LendersBanks. On each Additional Lender Assumption Effective Date, the Lenders Banks shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders Banks such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b2.8(c). Borrower Borrowers shall not request any increase in the Commitment pursuant to this Section 2.9(b2.8(c) if a Default or an Event of Default shall then exist, exist or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Sources: Credit Agreement (Cedar Fair L P)
Increase in Commitment. At any time during the Commitment Increase Period, Administrative Borrower may request that Agent increase the Total Commitment Amount from the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount Amount by either, at the option of at least Ten Million Dollars ($10,000,000)Administrative Borrower, increased by increments of One Million Dollar ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective amounts of the Revolving Credit CommitmentsCommitment, or (ii) including one or more Additional Lenders, acceptable to Administrative Borrower, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, provided that the existing Lenders shall be given the first opportunity to provide the Additional CommitmentsCommitments prior to the inclusion of any Additional Lenders. During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) US Borrowers and, as appropriate, each Foreign Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders)Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 2.9(a) hereof) without the prior written consent of such Lender. Borrowers shall not request any increase in the Total Commitment Amount pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any such increase would exist.
Appears in 1 contract
Sources: Credit Agreement (IHS Inc.)
Increase in Commitment. At (a) The Borrower shall have the right at any time during the Commitment Increase Periodtime, Borrower may to request that Agent the Lender increase the Total existing Commitment Amount from by $5,000,000.00 increments, not exceeding in the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount of at least Ten Million Dollars (aggregate $10,000,000)25,000,000.00, increased by increments of One Million Dollar ($1,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenders). The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately after giving effect to any and all such increases, the total Commitment shall not exceed $75,000,000.00. Subject to the satisfaction of the conditions set forth below, the Lender shall increase would existits Commitment and the Loan Ceiling by the amount so requested (any increase, singly, and in the aggregate, the "Commitment Increase").
(b) Any Commitment Increase shall not become effective unless and until each of the following conditions have been satisfied:
(i) As of the date of the Borrower's request for any Commitment Increase and as of the effective date of any Commitment Increase, no Event of Default shall exist or shall thereafter arise as a result of the Commitment Increase;
(ii) The Borrower shall have paid such reasonable fees and expenses actually incurred by the Lender in connection with any Commitment Increase, including, without limitation, the Commitment Increase Fee, and reasonable attorneys' fees and expenses;
(iii) The Borrower shall have delivered to the Lender an opinion, in form previously delivered to the Lender, from counsel to the Borrower reasonably satisfactory to the Lender and dated such date;
(iv) The Borrower shall have delivered to Lender a blocked account agreement with Citibank, N.A., or any subsequent financial institution in which the Borrower's credit card receipts are concentrated, in form and substance reasonably satisfactory to Lender; and
(v) The Borrower shall have delivered such other instruments, documents and agreements as the Lender may reasonably have requested in order to effectuate any Commitment Increase and to ratify and confirm the security interests granted to the Lender pursuant to the Loan Documents. The Lender shall promptly notify the Borrower as to the effectiveness of each Commitment Increase, and at such time (i) the Commitment and Loan Ceiling hereunder, and for all purposes of, this Agreement shall be increased by the amount of the Commitment Increase, (ii) the definitions of Commitment and Loan Ceiling shall be deemed modified, without further action, to reflect the Commitment Increase, and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect the Commitment Increase."
(b) Amendment to Section 2-9(c). The reference in Section 2-9(c) to Section 7-5(b)(v) is hereby deleted and the following section reference is inserted in lieu thereof: "Section 7-5(c)"
(c) Amendment to Section 2-12. The provisions of Section 2-12 are hereby deleted in their entirety, and the following substituted in their stead:
Appears in 1 contract
Increase in Commitment. At Provided no Default or Event of Default has occurred and is continuing, the Company may, on any Business Day on or prior to the Termination Date, from time during the Commitment Increase Periodto time, Borrower may request that Agent increase the Total aggregate amount of the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount from Increase Request in the Closing Commitment Amount up to an amount that shall not exceed the Maximum Commitment Amount. Each such increase shall be in an amount form of Exhibit E hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollar ($1,000,000), and may be made by either (i5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Lenders, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the “Additional Commitment”); provided, however, that existing Lenders shall be given the first opportunity to provide Additional Commitments. During the Commitment Increase Period, the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender acceptable to the Agent and each Applicable Issuer in its reasonable discretion or additional U.S. Dollar Commitment and/or Multicurrency Commitment agreed to be made by any existing Lender (each such additional Lender or existing Lender (in its capacity as such) being referred to as an “Additional Lender”) and the amount of its U.S. Dollar Commitment and/or Multicurrency Commitment (or additional amount of its U.S. Dollar Commitment and/or Multicurrency Commitment). The aggregate amount of all such Commitment Amount Increases shall not exceed $150,000,000. The effective date of the effectiveness of Commitment Amount Increase shall be agreed upon by the Company, such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent (and requested by the Lenderswhose agreement shall not be unreasonably withheld, conditioned or delayed). The Lenders hereby authorize Agent to execute Upon the effectiveness thereof, each Additional Lender Assumption Agreement on behalf of shall advance the Lenders. On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the relevant Revolving Loans and purchase Participating Interests in all then outstanding and amounts Letters of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, Credit in the opinion of Agent, in order to reallocate among an amount sufficient such Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.9(b). Borrower shall not request any increase in the Commitment pursuant to this Section 2.9(b) if a Default or an Event of Default shall then exist, or immediately that after giving effect to such relevant Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the aggregate Revolving Loans and Participating Interests then outstanding. It shall be a condition to such effectiveness that no Eurodollar Loans be outstanding on the date of such effectiveness unless the Borrowers pay all amounts due under Section 2.5 hereof, and that the Company shall not have terminated any such portion of the Total Commitments pursuant to Section 3.5(a) hereof. The Company agrees to pay any reasonable fees or expenses of the Agent (including reasonable fees and disbursements of counsel) relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase would existits Total Commitment and no Lender’s Total Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Total Commitment.
Appears in 1 contract
Sources: Credit Agreement (Emcor Group Inc)