Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers may request that the Administrative Agent increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by 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 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided Total Commitment Amount from the Closing Commitment Amount up to an amount that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000)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 Dollars ($1,000,000), and may be made by either (Ai) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 CommitmentsCommitment”).
(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 be an Eligible Transferee and 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 the Borrowers 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 (DC) the Borrowers 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 (if Notes have been and requested by such Lender or 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 facility fees, utilization 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 2.10(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 Loans2.9(b). The Borrowers Borrower shall not request any increase in the Maximum Revolving Amount Commitment pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately 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 (Cintas Corp), Credit Agreement (Cintas Corp)
Increase in Commitment. (ia) At any time during the Commitment Increase Period, the Borrowers The Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be in the Commitments by an amount of at least Ten Million Dollars not greater than $100,000,000 ($10,000,000)any such increase, increased a “Commitment Increase”) by increments of One Million Dollars ($1,000,000), and may be made by designating either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under of the Revolving Credit Commitment, as a party to this Agreement existing Lenders (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agentwhich, 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) the funding by each Increasing Lender and Additional Commitment from an Additional Lender, if any, shall Lender of the Loan(s) to be made by each such Lender described in an amount of Ten Million Dollars paragraph ($10,000,000)c) below, (C) receipt by the Administrative Agent shall provide to 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 reasonable fees and expenses of the effectiveness of Administrative Agent and Lenders associated with such Additional Commitments (each an “Additional Lender Assumption Effective Date”)Commitment Increase, and (D) receipt by the Borrowers Administrative Agent of a certificate (the statements contained in which shall execute be true) of a duly authorized officer of the Borrower stating that both before and deliver 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 Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender 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 aggregate Commitments (calculated, in each case, immediately after such replacement or additional Notes as Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be required by the Administrative Agent (if Notes have been requested deemed to be a Loan or Loans made by such Lender or Lenderson 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 each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), 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 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 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 2.10(b) (and the Borrowers Borrower shall pay to the Lenders Administrative Agent any amounts that would be payable pursuant to Section 3.3 hereof if 10.07(b) in connection with such adjustments among Commitment Increase.
(d) Notwithstanding any provision contained herein to the Lenders would cause a prepayment contrary, from and after the date of one or more SOFR Loans). The Borrowers shall not request any increase in Commitment Increase and the Maximum Revolving Amount making of any Loans on such date pursuant to this subsection paragraph (bc) if a Default or an Event above, all calculations and payments of Default Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall then exist, or, after giving pro forma effect to any such increase, would exist. At take into account the time actual Commitment of any such increase, at each Lender (including the request of the Administrative Agent, the Credit Parties Additional Lender) and the Lenders shall enter into an amendment to evidence principal amount outstanding of each Loan made by each such increase and to address related provisions as deemed necessary or appropriate by Lender during the Administrative Agentrelevant period of time.
Appears in 2 contracts
Sources: Credit Agreement (South Jersey Industries Inc), Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. (a) The Borrower may, at any time prior to the Commitment Termination Date, by notice to the Lenders, request that the amount of the Commitment be increased by an amount of $25,000,000 or an integral multiple of $25,000,000 above such amount (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the earliest scheduled Commitment Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Lenders; provided, however, that (i) At any time during the Commitment Increase Period, the Borrowers may request that the Administrative Agent increase the Maximum Revolving Amount; provided that in no event shall the aggregate amount of all increases made Commitment Increases pursuant to this subsection Section 2.14 exceed $200,000,000, and (ii) on the proposed Increase Date for each requested Commitment Increase, the conditions set forth in Section 4.2(b) and (c) for a Borrowing on the Increase Date shall be satisfied, both before and after giving effect to such Commitment Increase.
(b) Each notice from the Borrower to the Lenders requesting a Commitment Increase shall not exceed Two Hundred Million Dollars include ($200,000,000i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such request for requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Lenders.
(c) If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of at least Ten Million Dollars $10,000,000 or an integral multiple of $5,000,000 above such amount.
($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (Ad) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional LendersOn each Increase Date, each with Eligible Assignee that accepts an offer to participate in a new commitment under the Revolving Credit Commitmentrequested Commitment Increase (each such Eligible Assignee, as an “Additional Lender”) shall become a Lender party to this Agreement as of such Increase Date, and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the amount approved for such Increasing Lender (or by the amount allocated to such Lender pursuant to Section 2.14(b)) as of such Increase Date; provided, that each an “Increasing Lender and Additional Commitment” andLender shall have received on or before such Increase Date the following, collectivelyeach dated as of such date and in form and substance satisfactory to such Increasing Lender(s) and Additional Lender(s):
(i) (A) certified copies of resolutions of the board of directors of the Borrower (or other appropriate governing body with comparable authority) approving the Commitment Increase, and (B) a certificate of the “Additional Commitments”).President, a Vice President or the Chief Financial Officer of the Borrower as to the satisfaction of the conditions set forth in Section 4.2(b) and (c) as of the date of, and after giving effect to, such Commitment Increase;
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one an assumption or more Additional Commitments upon satisfaction of the following requirements: (A) joinder agreement from each Additional Lender, if any, shall execute an in form and substance satisfactory to the Borrower and such Additional Lender (each an “Assumption Agreement”), duly executed by such Additional Lender and the Borrower; and
(Biii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.14(d), the Increasing Lenders and Additional Lender(s), as applicable, shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile or other electronic means, of the occurrence of the Commitment Increase to be effected on such Increase Date, shall record in the Register the relevant information with respect to each Increasing Lender and each Additional Commitment from an Additional LenderLender on such date, if any, and shall be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide revise and distribute to the Borrowers Lenders and each Lender the Borrower a revised new Schedule 1 1.1-C to this Agreement, reflect the Commitments and Applicable Percentages of all Lenders (including revised any Additional Lenders) after giving effect to such Commitment Percentages for each of the Lenders, if appropriate, at least three Business Days prior to the date of Increase. Upon the effectiveness of such Commitment Increase, the Commitments of each of the Lenders (including any Additional Commitments (each an “Additional Lender Assumption Effective Date”Lenders), and the outstanding amount of all Revolving Loans shall be reallocated among such Lenders in accordance with such Commitments and Applicable Percentages.
(De) In order to effect the Borrowers reallocations described in Section 2.14(d), each Additional Lender and each Increasing Lender (each a “Purchasing Lender”) shall execute be deemed to have purchased the rights, title and deliver interest in, and all obligations in respect of, a pro rata portion of the Applicable Percentages and/or Commitments and outstanding Revolving Loans, as applicable, of the other Lenders, so that the Commitments and Applicable Percentages of all Lenders (including any Additional Lenders) will be as set forth on the revised Schedule 1.1-C. Such purchases shall be deemed to have been effected by way of, and subject to the Administrative Agent terms and conditions of, Assignment Agreements without the payment of any related assignment fees and, except for any new or replacement Notes to be provided to any Purchasing Lenders such replacement in the principal amounts of their respective Commitments, no other documents or additional Notes as instruments shall be, or shall be required by the Administrative Agent to be, executed in connection with such assignments (if Notes have been requested by such Lender or Lendersall of which are hereby waived). 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 cash settlements among themselves with respect to such reallocations and assignments. To the extent such reallocations and payments to Lenders in respect of Revolving Loans then outstanding and amounts of principalon the Increase Date result in losses, interest, commitment fees and other amounts paid costs or payable with respect thereto as shall be necessary, in the opinion expenses to such Lenders of the Administrative Agent, in order types subject to reallocate among such Lenders such outstanding amounts, based on reimbursement by the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable Borrower pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative Agent2.11, the Credit Parties and Borrower shall promptly pay such amounts to the Lenders shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentaffected Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Transocean Partners LLC), Credit Agreement (Transocean Partners LLC)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Total Commitment Amount by increasing the Maximum Revolving Amount; provided that the aggregate amount of all such increases made pursuant to this subsection (bSection 2.9(b) shall not exceed Two One 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 Dollars ($1,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 Borrowers 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 (D) the Borrowers 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 (if Notes have been and requested by such Lender or 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 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 2.10(b2.9(b) (and the Borrowers 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 SOFR 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 Borrowers Borrower shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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. (ia) At any time during the Commitment Increase Period, the Borrowers The Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be in the Commitments by an amount of at least Ten Million Dollars not greater than $50,000,000 ($10,000,000)any such increase, increased a “Commitment Increase”) by increments of One Million Dollars ($1,000,000), and may be made by designating either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under of the Revolving Credit Commitment, as a party to this Agreement existing Lenders (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agentwhich, 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) the funding by each Increasing Lender and Additional Commitment from an Additional Lender, if any, shall Lender of the Loan(s) to be made by each such Lender described in an amount of Ten Million Dollars paragraph ($10,000,000)c) below, (C) receipt by the Administrative Agent shall provide to 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 reasonable fees and expenses of the effectiveness of Administrative Agent and Lenders associated with such Additional Commitments (each an “Additional Lender Assumption Effective Date”)Commitment Increase, and (D) receipt by the Borrowers Administrative Agent of a certificate (the statements contained in which shall execute be true) of a duly authorized officer of the Borrower stating that both before and deliver 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 Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender 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 aggregate Commitments (calculated, in each case, immediately after such replacement or additional Notes as Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment. The funds so provided by any such Lender shall be required by the Administrative Agent (if Notes have been requested deemed to be a Loan or Loans made by such Lender or Lenderson 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 each case, immediately prior to such Commitment Increase) and (y) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), 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 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 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 2.10(b) (and the Borrowers Borrower shall pay to the Lenders Administrative Agent any amounts that would be payable pursuant to Section 3.3 hereof if 9.07(b) in connection with such adjustments among Commitment Increase.
(d) Notwithstanding any provision contained herein to the Lenders would cause a prepayment contrary, from and after the date of one or more SOFR Loans). The Borrowers shall not request any increase in Commitment Increase and the Maximum Revolving Amount making of any Loans on such date pursuant to this subsection paragraph (bc) if a Default or an Event above, all calculations and payments of Default Facility Fees, Utilization Fees and of interest on the Loans comprising any Loan shall then exist, or, after giving pro forma effect to any such increase, would exist. At take into account the time actual Commitment of any such increase, at each Lender (including the request of the Administrative Agent, the Credit Parties Additional Lender) and the Lenders shall enter into an amendment to evidence principal amount outstanding of each Loan made by each such increase and to address related provisions as deemed necessary or appropriate by Lender during the Administrative Agentrelevant 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. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided Total Commitment Amount up to an amount that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000)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 Dollars ($1,000,000), and may be made by either (Ai) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 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 be an Eligible Transferee and 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 the Borrowers 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 (DC) the Borrowers 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 (if Notes have been and requested by such Lender or 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 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 Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b2.9(b) (and the Borrowers 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 SOFR 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. The Borrowers Borrower shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately 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: Fourth Amendment Agreement (Cintas Corp), Fourth Amendment Agreement (Cintas Corp)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided Total Commitment Amount from the Closing Commitment Amount up to an amount that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000)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 Dollars Dollar ($1,000,000), and may be made by either (Ai) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 CommitmentsCommitment”).
(ii) ; provided, however, that existing Lenders shall be given the first opportunity to provide the 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 Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to the Borrowers 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 (DC) the Borrowers 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 (if Notes have been and requested by such Lender or 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 2.10(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 Loans2.9(b). The Borrowers Borrower shall not request any increase in the Maximum Revolving Amount Commitment pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately 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. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided Total Commitment Amount from the Closing Commitment Amount up to an amount that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars the Maximum Commitment Amount by either, at the option of Administrative Borrower, ($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 Dollars ($1,000,000), and may be made by either (Ai) increasing, for one or more Lenders, with their prior written consent, their respective amounts of the Revolving Credit CommitmentsCommitment, or (Bii) including one or more Additional Lenders, acceptable to Administrative Borrower, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentsCommitment”).
(ii) ; provided that the existing Lenders shall be given the opportunity to provide the Additional Commitments prior to the inclusion of any Additional Lenders. 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 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 (DC) the US Borrowers and, as appropriate, each Foreign 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 (if Notes have been requested by such Lender or Lenders)Agent. 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 2.10(b) 2.9(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (and the Borrowers shall pay to the Lenders any amounts that would be payable or decreased except pursuant to Section 3.3 hereof if 2.9(a) hereof) without the prior written consent of such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)Lender. The Borrowers shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately 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: Credit Agreement (IHS Inc.)
Increase in Commitment. (ia) At The Borrower shall have the right at any time during the Commitment Increase Periodtime, the Borrowers may to request that the Administrative Agent Lender increase the Maximum Revolving Amount; provided that existing Commitment by $5,000,000.00 increments, not exceeding in the aggregate amount of $25,000,000.00, provided, however, that after giving effect to any and all increases made pursuant to this subsection (b) such increases, the total Commitment shall not exceed Two Hundred Million Dollars $75,000,000.00. Subject to the satisfaction of the conditions set forth below, the Lender shall increase its Commitment and the Loan Ceiling by the amount so requested ($200,000,000). Each such request for an increase shall be in an amount of at least Ten Million Dollars ($10,000,000)any increase, increased by increments of One Million Dollars ($1,000,000)singly, and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under in the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectivelyaggregate, the “Additional Commitments”"Commitment Increase").
(iib) During the Any 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 shall not become effective unless and until each of the following requirements: conditions have been satisfied:
(Ai) 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 As of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to 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 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 Additional Commitments (each an “Additional reasonable fees and expenses actually incurred by the Lender Assumption Effective Date”)in connection with any Commitment Increase, including, without limitation, the Commitment Increase Fee, and (D) the Borrowers shall execute reasonable attorneys' fees and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.expenses;
(iii) On each Additional Lender Assumption Effective Date, the Lenders The Borrower shall make adjustments among themselves with respect have delivered to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessaryLender an opinion, in form previously delivered to the opinion of Lender, from counsel to the Administrative AgentBorrower 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 reallocate among such Lenders such outstanding amounts, based on the revised effectuate any Commitment Percentages Increase and to otherwise carry out fully ratify and confirm the intent and terms of this Section 2.10(b) (and the Borrowers shall pay security interests granted to the Lenders any amounts that would be payable 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 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans2-9(c). The Borrowers shall not request any increase reference in the Maximum Revolving Amount pursuant Section 2-9(c) to this subsection (bSection 7-5(b)(v) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative Agent, the Credit Parties is hereby deleted and the Lenders shall enter into an amendment following section reference is inserted in lieu thereof: "Section 7-5(c)"
(c) Amendment to evidence such increase Section 2-12. The provisions of Section 2-12 are hereby deleted in their entirety, and to address related provisions as deemed necessary or appropriate by the Administrative Agent.following substituted in their stead:
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that Agent and the Administrative Agent Lenders (i) increase the Maximum Revolving Amount; provided that Credit Commitment (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 aggregate amount term of all increases made pursuant this Agreement not to this subsection (b) shall not exceed Two Three Hundred Million Dollars ($200,000,000300,000,000). Each such request for an increase 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 Dollars ($1,000,000), and may be made by either (Ax) 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 (By) 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 Commitments”).
; provided that existing Lenders (iiother than any “institutional” lender) During shall be given the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, first opportunity to provide Additional Commitments. 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 Lender, if any, shall execute an Additional Lender Assumption Agreement, (Lenders and/or a term loan “B) each Additional Commitment from an Additional Lender, if any, shall ” to be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required made by the Administrative Agent (if Notes have been requested by 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 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative “institutional” lenders on customary terms determined by Agent, the Credit Parties US Borrower and the such Additional Lenders, Lenders shall enter into an amendment to evidence such increase and to address related provisions or lenders, as deemed necessary or appropriate by the Administrative Agentapplicable.
Appears in 1 contract
Increase in Commitment. At any time prior to the Maturity Date, Borrower 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 aggregate Commitments by (i) At any time during admitting additional Lenders hereunder (each a "Subsequent Lender") and/or (ii) increasing the Commitment Increase Periodof any Lender (each an "Increasing Lender") subject to the following conditions:
(a) each Subsequent Lender shall meet the conditions for an Eligible Assignee and be subject to the approval of Agent, the Borrowers may request that the Administrative Agent increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection 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 and Agent shall be provided with evidence satisfactory to it that 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 Two Hundred Million Dollars ($200,000,000). Each such request for an ;
(f) each increase in the 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);
(h) no Default or Event of Default exists or would result therefrom;
(i) no Lender, including, 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 the 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), increased by increments of One Million Dollars ($1,000,000)expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, and if any, as may be made by either (A) increasingagreed for such increase in the Commitments. After adding the Commitment of any Increasing Lender or Subsequent Lender, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, Agent shall promptly provide each Lender and Borrower with a new commitment under the Revolving Credit Commitment, as a party Schedule 1.1 to this Agreement (each an “Additional Commitment” and, collectively, the “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 the Borrowers 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 LendersOutstanding Revolving Loans will change in accordance with its pro rata share of the increased Commitments.) Unless and until the total Commitments have been increased in accordance with this §2.8, if appropriate, at least three Business Days Borrower shall not be permitted any disbursement beyond the amount of the Commitments in effect immediately prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lendersproposed increase.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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: Revolving Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Total Commitment Amount by increasing the Maximum Revolving Amount; provided that the aggregate amount of all such increases made pursuant to this subsection (bSection 2.9(b) shall not exceed Two One 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 Dollars ($1,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 Commitments”). Notwithstanding the foregoing or anything to the contrary set forth herein, the extension of the 2020 Term Loans on the Second Amendment Effective Date shall be deemed to have occurred under this Section 2.9(b). After giving effect thereto, the amount available under this Section 2.9(b) for future increases shall be Seventy Five Million Dollars ($75,000,000).
(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 Borrowers 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 (D) the Borrowers 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 (if Notes have been and requested by such Lender or 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 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 2.10(b2.9(b) (and the Borrowers 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 SOFR 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 Borrowers Borrower shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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 PeriodProvided no Default or Event of Default has occurred and is continuing, the Borrowers may request that Company may, on any Business Day on or prior to the Administrative Agent Revolving Credit Termination Date, from time to time, increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in an amount the form of Exhibit D hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (A5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 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 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender whose agreement shall not be unreasonably withheld, conditioned or Lendersdelayed). The Lenders hereby authorize Upon the Administrative Agent to execute effectiveness thereof, each Additional Lender Assumption Agreement on behalf shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such 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 Lenders.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the aggregate Revolving Loans and Participating Interests then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as outstanding. It shall be necessarya 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, in and that the opinion Company shall not have terminated any portion 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 2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable Aggregate Revolving Commitments pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)3.5(a) hereof. The Borrowers shall not request Company agrees to pay any increase in reasonable fees or expenses of the Maximum Revolving Amount pursuant to this subsection Agent (bincluding reasonable fees and disbursements of counsel) if a Default or an Event of Default shall then exist, or, after giving pro forma effect relating to any such increaseCommitment Amount Increase. Notwithstanding anything herein to the contrary, would exist. At the time of no Lender shall have any such increaseobligation to increase its Aggregate Revolving Commitment and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each Lender may at the request of the Administrative Agentits option, the Credit Parties unconditionally and the Lenders shall enter into an amendment without cause, decline to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentits 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 Borrowers Administrative Borrower may request that Agent and the Administrative Agent Lenders (i) increase the Maximum Revolving AmountCredit Commitment (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”; provided that 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 aggregate amount of all increases made pursuant FourthSixth Amendment Effective Date not to this subsection (b) shall not exceed Two Three Hundred Million Dollars ($200,000,000300,000,000). Each such request for an increase Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (Ax) 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 (By) 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 Commitments”).
; provided that existing Lenders (iiother than any “institutional” lender) During shall be given the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. 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 Lender, if any, shall execute an Additional Lender Assumption Agreement, (Lenders and/or a term loan “B) each Additional Commitment from an Additional Lender, if any, shall ” to be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required made by the Administrative Agent (if Notes have been requested by 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 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative “institutional” lenders on customary terms determined by Agent, the Credit Parties US Borrower and the such Additional Lenders, Lenders shall enter into an amendment to evidence such increase and to address related provisions or lenders, as deemed necessary or appropriate by the Administrative Agentapplicable.
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that Agent and the Administrative Agent Lenders (i) increase the Maximum Revolving AmountCredit Commitment (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”; provided that 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 aggregate amount term of all increases made pursuant this Agreementafter the Fourth Amendment Effective Date not to this subsection (b) shall not exceed Two Three Hundred Million Dollars ($200,000,000300,000,000). Each such request for an increase Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (Ax) 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 (By) 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 Commitments”).
; provided that existing Lenders (iiother than any “institutional” lender) During shall be given the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. 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 Lender, if any, shall execute an Additional Lender Assumption Agreement, (Lenders and/or a term loan “B) each Additional Commitment from an Additional Lender, if any, shall ” to be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required made by the Administrative Agent (if Notes have been requested by 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 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative “institutional” lenders on customary terms determined by Agent, the Credit Parties US Borrower and the such Additional Lenders, Lenders shall enter into an amendment to evidence such increase and to address related provisions or lenders, as deemed necessary or appropriate by the Administrative Agentapplicable.
Appears in 1 contract
Increase in Commitment. (ia) 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 Increase Periodof all Lenders (each, the Borrowers may request that the Administrative Agent increase the Maximum Revolving Amounta “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 increases made Requested Commitment Increases exceed $200,000,000, (iii) each such Requested Commitment Increase shall be in a minimum principal amount of $100,000,000 or, if less, the remaining amount permitted pursuant to this subsection clause (ii) above and (iv) no Default or Event of Default shall have occurred and be continuing or would result from the proposed Requested Commitment Increase.
(b) The Administrative Agent shall not exceed Two Hundred Million Dollars ($200,000,000)promptly give notice of such requested increase to the Lenders. Each Lender shall notify the Administrative Agent within ten (10) Business Days (or such request for an 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 hereunder. The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), form and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under substance reasonably satisfactory to the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”)Administrative Agent.
(iic) During Upon the completion of each Requested Commitment Increase PeriodIncrease, all (i) 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) the outstanding Revolving Credit Loans will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Commitment Percentages and the Lenders (including each new Lender) having a Commitment agree that to make all payments and adjustments necessary to effect such reallocation and the Administrative AgentBorrower shall pay any and 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 2.7 to the contrary, in its sole discretion, may permit one no Requested Commitment Increase shall be granted unless the following conditions precedent are satisfied:
(i) no Default or more Additional Commitments upon satisfaction Event of Default shall have occurred and be continuing on such date (prior to and after giving effect to the incurrence of the following requirements: applicable Requested Commitment Increase);
(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), (Cii) the Administrative Agent shall provide have received an Officer’s Compliance Certificate; and
(iii) the Borrower shall have satisfied such other conditions to 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 completion of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes Requested Commitment Increase as shall may be reasonably required by the Administrative Agent (if Notes have been requested by 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 Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, Eligible Assignees participating in the opinion of the Administrative Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Requested Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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 AgentIncrease.
Appears in 1 contract
Sources: Credit Agreement (Medimmune Inc /De)
Increase in Commitment. (i) At any time during the Commitment Increase PeriodProvided no Default or Event of Default has occurred and is continuing, the Borrowers may request that Company may, on any Business Day on or prior to the Administrative Agent Revolving Credit Termination Date, from time to time, increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in an amount the form of Exhibit D hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (A5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 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 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender whose agreement shall not be unreasonably withheld, conditioned or Lendersdelayed). The Lenders hereby authorize Upon the Administrative Agent to execute effectiveness thereof, each Additional Lender Assumption Agreement on behalf shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such 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 Lenders.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the aggregate Revolving Loans and Participating Interests then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as outstanding. It shall be necessarya 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, in and that the opinion Company shall not have terminated any portion 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 2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable Aggregate Revolving Commitments pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)3.5(a) hereof. The Borrowers shall not request Company agrees to pay any increase in reasonable fees or expenses of the Maximum Revolving Amount pursuant to this subsection Agent (bincluding reasonable fees and disbursements of counsel) if a Default or an Event of Default shall then exist, or, after giving pro forma effect relating to any such increaseCommitment Amount Increase. Notwithstanding anything herein to the contrary, would exist. At the time of no Lender shall have any such increaseobligation to increase its Aggregate Revolving Commitment and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each Lender may at the request of the Administrative Agentits option, the Credit Parties unconditionally and the Lenders shall enter into an amendment without cause, decline to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentits 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 Borrowers Administrative Borrower may request that Agent and the Administrative Agent Lenders (i) increase the Maximum Revolving AmountCredit Commitment (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”; provided that 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 aggregate amount term of all increases made pursuant this Agreement not to this subsection (b) shall not exceed Two Three Hundred Million Dollars ($200,000,000300,000,000). Each such request for an increase 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 Dollars ($1,000,000), and may be made by either (Ax) 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 (By) 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 Commitments”).
; provided that existing Lenders (iiother than any “institutional” lender) During shall be given the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. 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 Lender, if any, shall execute an Additional Lender Assumption Agreement, (Lenders and/or a term loan “B) each Additional Commitment from an Additional Lender, if any, shall ” to be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required made by the Administrative Agent (if Notes have been requested by 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 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative “institutional” lenders on customary terms determined by Agent, the Credit Parties US Borrower and the such Additional Lenders, Lenders shall enter into an amendment to evidence such increase and to address related provisions or lenders, as deemed necessary or appropriate by the Administrative Agentapplicable.
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase PeriodProvided there exists no Default, the Borrowers may request that Borrower on behalf of the Borrower and Guarantors may, on any Business Day after the date hereof, 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 Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be in an amount of the Commitments by delivering a Commitment Amount Increase Request at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (A5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 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 desired effective date of such increase (the effectiveness of such Additional Commitments "Commitment Amount Increase") identifying an additional Bank (each an “Additional Lender Assumption Effective Date”), and (Dor additional Commitment agreed to be made by any existing Bank) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement amount of its Commitment (or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lendersamount of its Commitment). 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; provided, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principalhowever, 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving 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 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 an increase in its Commitment) shall advance Loans in an 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 portion of the Commitment pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect Section 2.8 hereof. The Borrower agrees to pay any such increase, would exist. At the time of any such increase, at the request out-of-pocket expenses of the Administrative AgentAgent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, the Credit Parties no Bank shall have any obligation to increase its Commitment and the Lenders no Bank's Commitment shall enter into an amendment be increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agent.its Commitment. ARTICLE 3
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that Agent and the Administrative Agent Lenders (i) increase the Maximum Revolving AmountCredit Commitment (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”; provided that 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 aggregate amount of all increases made pursuant Ninth Amendment Effective Date not to this subsection (b) shall not exceed Two Three Hundred Million Dollars ($200,000,000300,000,000); provided that no Incremental Increases shall be requested from and after the Tenth Amendment Effective Date. Each such request for an increase Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (Ax) 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 (By) 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 Commitments”).
; provided that existing Lenders (iiother than any “institutional” lender) During shall be given the Commitment Increase Period, all of the first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. Each Incremental Term Loan may be made as a term loan “A” to be made by one or more Lenders agree that the Administrative Agent, in its sole discretion, may permit or Additional Lenders and/or a term loan “B” to be made by one or more “institutional” lenders on customary terms determined by Agent, US Borrower and such 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 the Borrowers and each Lender a revised Schedule 1 to this Agreement, including revised Commitment Percentages for each of the 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Lendersapplicable.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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. (i) At any time during the Commitment Increase PeriodProvided no Default or Event of Default has occurred and is continuing, the Borrowers may request that Company may, on any Business Day on or prior to the Administrative Agent Termination Date, from time to time, increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant the Commitments up to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be in an a maximum amount of $650,000,000 by delivering a Commitment Amount Increase Request in the form of Exhibit E hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (A5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 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 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender whose agreement shall not be unreasonably withheld, conditioned or Lendersdelayed). The Lenders hereby authorize Upon the Administrative Agent to execute effectiveness thereof, each Additional Lender Assumption Agreement on behalf shall advance Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such that after giving effect to such Revolving Loans and purchases each Lender (including such Additional Lender) shall have outstanding its respective Percentage of the Lenders.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the aggregate Revolving Loans and Participating Interests then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as outstanding. It shall be necessary, in a condition to such effectiveness that no Eurodollar Loans be outstanding on the opinion date of such effectiveness and that the Company shall not have terminated any portion 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 2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable Commitments pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)3.5(a) hereof. The Borrowers shall not request Company agrees to pay any increase in reasonable fees or expenses of the Maximum Revolving Amount pursuant to this subsection Agent (bincluding reasonable fees and disbursements of counsel) if a Default or an Event of Default shall then exist, or, after giving pro forma effect relating to any such increaseCommitment Amount Increase. Notwithstanding anything herein to the contrary, would exist. At the time of no Lender shall have any such increaseobligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at the request of the Administrative Agentits option, the Credit Parties unconditionally and the Lenders shall enter into an amendment without cause, decline to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentits Commitment.
Appears in 1 contract
Sources: Credit Agreement (Emcor Group Inc)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided Total Commitment Amount from the Closing Commitment Amount up to an amount that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred the Maximum Commitment Amount. Each such increase shall be in increments of at least Five 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 Dollars ($1,000,0005,000,000), and may be made by either (Ai) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 CommitmentsCommitment”).
(ii) ; 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 Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to 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 (DC) the Borrowers 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 (if Notes have been requested by such Lender or Lenders)Agent. 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 2.10(b) 2.9(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (and the Borrowers shall pay to the Lenders any amounts that would be payable or decreased except pursuant to Section 3.3 hereof if 2.9(a) hereof) without the prior written consent of such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)Lender. The Borrowers Borrower shall not request any increase in the Maximum Revolving Amount Commitment pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately 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. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Global Agent proportionally increase the Maximum 364 Day Commitment Amount and Maximum General Revolving Amount; provided that Commitment Amount from the aggregate amount of all increases made pursuant Combined Closing Commitment Amount to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made the Combined Maximum Commitment Amount by either (Ai) proportionally increasing, for one or more Lenders, with their prior written consent, their respective 364 Day Commitment and General Revolving Credit CommitmentsCommitment, or (Bii) including one or more Additional Lenders, each with a new commitment under 364 Day Commitment and a new General Revolving Commitment (with the same Commitment Percentage for the 364 Day Commitment and the General Revolving Credit Commitment), as a party to this Agreement (each an “Additional Commitment” and, collectively, the “"Additional Commitments”Commitment").
(ii) . During the Commitment Increase Period, all of the Lenders agree that the Administrative 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) each Additional Commitment from an Additional Lender, if any, shall be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Global Agent shall provide to the Borrowers 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 (DC) the Borrowers Borrower shall execute and deliver to the Administrative Global Agent and the Lenders such replacement or additional 364 Day Notes and General Revolving Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders)Global Agent. The Lenders hereby authorize the Administrative Global Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(iii) . 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 Administrative 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 2.10(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 Loans2.7(c). The Borrowers Borrower shall not request any increase in the Maximum Revolving Amount Commitment pursuant to this subsection (bSection 2.7(c) if a Default or an Event of Default shall then exist, or, exist or immediately 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. (i) At any time during the Commitment Increase PeriodProvided no Default or Event of Default has occurred and is continuing, the Borrowers may request that Company may, on any Business Day on or prior to the Administrative Agent Revolving Credit Termination Date, from time to time, increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in an amount the form of Exhibit D hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (A5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 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 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender whose agreement shall not be unreasonably withheld, conditioned or Lendersdelayed). The Lenders hereby authorize Upon the Administrative Agent to execute effectiveness thereof, each Additional Lender Assumption Agreement on behalf shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such 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 Lenders.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the aggregate Revolving Loans and Participating Interests then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as outstanding. It shall be necessarya 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, in and that the opinion Company shall not have terminated any portion 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 2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable Aggregate Revolving Commitments pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)3.5(a) hereof. The Borrowers shall not request Company agrees to pay any increase in reasonable fees or expenses of the Maximum Revolving Amount pursuant to this subsection Agent (bincluding reasonable fees and disbursements of counsel) if a Default or an Event of Default shall then exist, or, after giving pro forma effect relating to any such increaseCommitment Amount Increase. Notwithstanding anything herein to the contrary, would exist. At the time of no Lender shall have any such increaseobligation to increase its Aggregate Revolving Commitment and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each Lender may at the request of the Administrative Agentits option, the Credit Parties unconditionally and the Lenders shall enter into an amendment without cause, decline to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentits Aggregate Revolving Commitment.
Appears in 1 contract
Sources: Credit Agreement (EMCOR Group, Inc.)
Increase in Commitment. (ia) At any time during the Commitment Increase Period, the Borrowers The Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be in the Commitments by an amount of at least Ten Million Dollars not greater than $50,000,000 ($10,000,000)any such increase, increased a “Commitment Increase”) by increments of One Million Dollars ($1,000,000), and may be made by designating either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under of the Revolving Credit Commitment, as a party to this Agreement existing Lenders (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agentwhich, in its sole discretion, may permit determine whether and to what degree to participate in such Commitment Increase) or 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 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 (D) the Borrowers shall execute and deliver 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 Lender”), to become a party to this Agreement. The sum of the 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 the Lenders such replacement or additional Notes as integral multiples of $5,000,000 in excess thereof. The Borrower shall be required by provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 to the Administrative Agent (if Notes have been requested by Agent, which shall promptly provide a copy of such Lender or Lenders). The Lenders hereby authorize the Administrative Agent notice to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(iiib) On 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, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender Assumption Effective Dateto become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate corporate authorization on the Lenders shall make adjustments among themselves part of the Borrower with respect to the Loans then outstanding Commitment Increase and amounts such opinions of principalcounsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, interest(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, commitment (iii) receipt by the Administrative Agent of the reasonable fees and other amounts paid or payable expenses of the Administrative Agent and Lenders associated with respect thereto as such Commitment Increase, and (iv) receipt by the Administrative Agent of a certificate (the statements contained in which shall be necessarytrue) 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 Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender 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 aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (ii) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the opinion case of an 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 Administrative Agentaggregate Commitments (calculated, in order each case, immediately prior to reallocate among such Lenders Commitment Increase) and (II) in the case of an Increasing Lender, such outstanding amountsIncreasing Lender’s Commitment Increase and, based in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loans made on the revised date of such Commitment Percentages and Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the Borrowers such Commitment Increase). The Borrower shall pay to the Lenders Administrative Agent any amounts that would be payable pursuant to Section 3.3 hereof if 2.12(e) in connection with such adjustments among Commitment Increase.
(d) Notwithstanding any provision contained herein to the Lenders would cause a prepayment contrary, from and after the date of one or more SOFR Loans). The Borrowers shall not request any increase in Commitment Increase and the Maximum Revolving Amount making of any Loans on such date pursuant to this subsection paragraph (bc) if a Default or an Event above, all calculations and payments of Default Facility Fees and of interest on the Loans comprising any Loan shall then exist, or, after giving pro forma effect to any such increase, would exist. At take into account the time actual Commitment of any such increase, at each Lender (including the request of the Administrative Agent, the Credit Parties Additional Lender) and the Lenders shall enter into an amendment to evidence principal amount outstanding of each Loan made by each such increase and to address related provisions as deemed necessary or appropriate by Lender during the Administrative Agentrelevant period of time.
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided Total Commitment Amount up to an amount that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000)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 Dollars ($1,000,000), and may be made by either (Ai) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 CommitmentsCommitment”).
(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 be an Eligible Transferee and 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 the Borrowers 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 (DC) the Borrowers 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 (if Notes have been and requested by such Lender or 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 facility fees, utilization 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 2.10(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 Loans2.9(b). The Borrowers Borrower shall not request any increase in the Maximum Revolving Amount Commitment pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately 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. (i) At any time during the Commitment Increase PeriodProvided no Default or Event of Default has occurred and is continuing, the Borrowers may request that Company may, on any Business Day on or prior to the Administrative Agent Revolving Credit Termination Date, from time to time, increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in an amount the form of Exhibit D hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (A5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 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 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender whose agreement shall not be unreasonably withheld, conditioned or Lendersdelayed). The Lenders hereby authorize Upon the Administrative Agent to execute effectiveness thereof, each Additional Lender Assumption Agreement on behalf shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such 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 Lenders.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the aggregate Revolving Loans and Participating Interests then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as outstanding. It shall be necessarya 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, in and that the opinion Company shall not have terminated any portion 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 2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable Aggregate Revolving Commitments pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)3.5(a) hereof. The Borrowers shall not request Company agrees to pay any increase in reasonable fees or expenses of the Maximum Revolving Amount pursuant to this subsection Agent (bincluding reasonable fees and disbursements of counsel) if a Default or an Event of Default shall then exist, or, after giving pro forma effect relating to any such increaseCommitment Amount Increase. Notwithstanding anything herein to the contrary, would exist. At the time of no Lender shall have any such increaseobligation to increase its Aggregate Revolving Commitment and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each Lender may at the request of the Administrative Agentits option, the Credit Parties unconditionally and the Lenders shall enter into an amendment without cause, decline to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentits 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 Borrowers Administrative Borrower may request that the Administrative Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made Commitment Amount by either (Ai) increasing, for one or more LendersBanks, with and subject to their prior written consent, their respective Revolving Credit Commitments, or (Bii) with and subject to the prior written consent of Agent, including one or more Additional LendersBanks, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “"Additional Commitments”Commitment").
(ii) . During the Commitment Increase Period, all of the Lenders Banks 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 LenderBank, if any, shall execute an Additional Lender Bank 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 the Borrowers 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 (DC) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders Banks such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders)Agent. The Lenders Banks hereby authorize the Administrative Agent to execute each Additional Lender Bank Assumption Agreement on behalf of the Lenders.
(iii) Banks. 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 the Administrative 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 2.10(b) subsection (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 Loansb). The Borrowers shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, or immediately after giving pro forma effect to any such increase, increase would exist. At Borrowers shall pay any attorneys' fees or other expenses of Agent in connection with the time documentation of any such increase, at the request of the Administrative Agent, the Credit Parties as well as such other fees as may be agreed upon between Borrowers 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: Credit and Security Agreement (MTC Technologies Inc)
Increase in Commitment. (ia) At 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 after the Commitment Increase PeriodAgreement Effective Date and prior to the date that is at least thirty (30) days prior to the Facility Termination Date to request an increase in the Aggregate Revolving Credit Commitment, the Borrowers may request that Term Loan A Commitments and/or the Administrative Agent increase the Maximum Revolving Amount; provided that the Term Loan B Commitments, each in increments of $10,000,000, by an aggregate amount of all increases made pursuant to this subsection the Aggregate Revolving Credit Commitment, the Term Loan A Commitments and Term Loan B Commitments of up to $340,000,000 (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be in an the 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 Dollars ($1,000,000), and may be made by either (A) 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 $1,200,000,000), 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 (4) any combination thereof reasonably satisfactory to Administrative Agent and satisfactory to the existing or additional Revolving Credit Lenders, 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, (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 (the “Term Loan B Commitment Amendment”), and all Lenders not providing the initial Term Loan B Commitments hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Term Loan B Commitments shall provide that: (A) the final maturity date of the Term Loan B Commitment shall be no earlier than the Term Loan A Maturity Date, (B) including there shall 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 Subsidiary Guarantors with respect to the existing Revolving Credit Loans and Term Loan A Loans, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Term Loan B Loans shall be determined by the Borrower and the Term Loan B Lenders, (E) the 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 Revolving Credit Loans and the Term Loan A Loans, and (F) the terms of the Term Loan B Commitment shall be substantially identical to the terms set forth herein with respect to the Term Loan A Commitment (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 commitment letters on such basis as the Administrative Agent and the Arrangers shall determine after consultation with the Borrower. If the additional Revolving Credit Commitments, Term Loan A Commitments and/or Term Loan B Commitments, as 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 Additional 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, each Term Loan A Lenders and/or Term Loan B Lenders, as applicable, with a new commitment under 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”). In no event shall any Lender be obligated hereunder to provide an additional Revolving Credit Commitment, Term Loan A Commitment and/or Term Loan B Commitment.
(d) On any Commitment Increase Date with respect to the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that after the applicable Commitment Increase Period, all Date the outstanding principal amount of Revolving Credit Loans owed to each Lender shall be equal to such ▇▇▇▇▇▇’s Revolving Credit Percentage (as in effect after the applicable Commitment Increase Date) of the Lenders agree that the Administrative Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction outstanding principal amount of all Revolving Credit Loans. The participation interests 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, Revolving Credit Lenders in Letters of Credit and Swingline Advances shall be in an amount of Ten Million Dollars ($10,000,000), (C) similarly adjusted. On any Commitment Increase Date those Revolving Credit Lenders whose Revolving Credit Percentage is increasing shall advance the Administrative Agent shall provide to 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 (D) the Borrowers shall execute and deliver funds to the Administrative Agent and the Lenders such replacement or additional Notes as funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Percentage is decreasing as necessary to accomplish the required by reallocation of the outstanding Revolving Credit Loans.
(e) Upon the effective date of each increase in the Aggregate Revolving Credit Commitment, Term Loan A Commitments and/or Term Loan B Commitments pursuant to this Section 2.23, 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.
(if Notes have been requested by such Lender or Lenders). The Lenders hereby authorize f) Notwithstanding anything to the contrary contained herein, the obligation of the Administrative Agent and the Revolving Credit Lenders to execute each Additional Lender Assumption Agreement on behalf of increase the Lenders.
(iii) On each Additional Lender Assumption Effective DateAggregate Revolving Credit Commitment, the Administrative Agent and the Term Loan A Lenders shall make adjustments among themselves with respect to increase the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid Term Loan A Commitments 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 2.10(b) (Agent and the Borrowers shall pay Term Loan B Lenders (including any Persons that elect to become Term Loan B Lenders) to increase 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). The Borrowers shall not request any increase in the Maximum Revolving Amount Term Loan B Commitments, as applicable, pursuant to this subsection (b) if a Default or an Event Section 2.23 shall be conditioned upon satisfaction of Default shall then exist, or, after giving pro forma effect the following conditions precedent which must be satisfied prior to any such increase, would exist. At the time effectiveness of any such increase, at the request increase of the Administrative AgentAggregate Revolving Credit Commitment, the Credit Parties and Term Loan A Commitments or the Lenders shall enter into an amendment to evidence such increase and to address related provisions Term Loan B Commitments, as deemed necessary or appropriate by the Administrative Agent.applicable:
Appears in 1 contract
Sources: Credit Agreement (Inland Real Estate Income Trust, Inc.)
Increase in Commitment. (ia) At Provided no Default or Event of Default has occurred and is continuing, or would result therefrom, at any time during the Commitment Increase Periodand from time to time, the Borrowers may Borrower may, by delivering an Increase Request to the Agent, request that the Administrative Agent increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under increases to the Revolving Credit Commitment, as a party to this Agreement amount of the Syndicated Facility Commitment Amount (each an “Additional Commitment” Increase”). Each Increase may not be less than Cdn. $1,000,000 and the Commitment Amount after any Increase may not exceed the then current Borrowing Base.
(b) Each Increase Request will be 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 its option, provide its Rateable Portion of 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, collectivelyupon 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 the Agent, within 10 Banking Days of an Increase Request, that such Lender will provide its Rateable Portion of the requested Increase will be deemed to have declined to provide its Rateable Portion thereof. Not more than three Banking Days following (i) the 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 “Additional CommitmentsAllocation Notice”).
(iid) During 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 Increase PeriodAmount 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 Lenders agree that Unallocated Portion, then the Administrative Borrower may arrange for one or more other financial institutions (each a “Substitute Lender”) to offer to acquire the balance of the Unallocated Portion, subject to the following conditions:
(i) each Substitute Lender being satisfactory to the Agent; and
(ii) each Substitute ▇▇▇▇▇▇ having delivered to the Agent an instrument in writing agreeing to be bound by the terms of this Agreement as a Lender.
(f) Notwithstanding anything to the contrary in this Agreement, no Lender will have any obligation to participate in any requested Increase 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 Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional whose Individual Syndicated Facility Commitment from an Additional Lender, if any, shall be in an Amount has increased pursuant to this Section 3.12 of a commitment fee on the amount of Ten Million Dollars ($10,000,000), (C) such increase at a rate to be negotiated by the Administrative Borrower and the Agent shall provide which is satisfactory to the Borrowers 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, the Agent 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 (D) the Borrowers shall execute and deliver to the Administrative Agent new Schedule A and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf revised Individual Syndicated Facility Commitment Amount of the LendersLenders set forth therein will become effective.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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. (i) At any time during the Commitment Increase Period, the Borrowers may request that the Administrative Agent increase the Total Commitment Amount by (A) increasing the 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 subsection (c) below); provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two One Hundred Million Dollars ($200,000,000100,000,000). 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 Dollars ($1,000,000), and may be made by either (A1) 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 (B3) 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 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 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”), and (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 (2) 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 Notes as shall be required by the Administrative Agent (if Notes have been requested by 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 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 2.10(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). 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 Maximum Revolving Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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. (i) At any time during the Commitment Increase PeriodPeriod (but no more frequently than once per calendar year), the Borrowers Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided Total Commitment Amount from the Closing Commitment Amount up to an amount that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred the Maximum Commitment Amount. Each such increase shall be in increments of at least Five 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 Dollars ($1,000,0005,000,000), and may be made by either (Ai) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsMaximum Amounts, or (Bii) including one or more Additional Lenders, each with a new commitment under Maximum Amount of the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “"Additional Commitments”Commitment").
(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 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 (DC) the Borrowers 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 (if Notes have been requested by such Lender or Lenders)Agent. 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 Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(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)subsection. The Borrowers Borrower shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, or immediately 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: Credit Agreement (Pioneer Standard Electronics Inc)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers US Borrower may request that the Administrative Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount (with a corresponding increase in the Maximum US Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made by either (Ai) 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 (Bii) including one or more Additional Lenders, with the prior written consent of Agent (which shall not be unreasonably withheld), each with a new commitment under the US Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentsCommitment”).
(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 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”), (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) the Borrowers US Borrower shall execute and deliver to the Administrative Agent and the US Lenders such replacement or additional US Revolving Credit Notes as shall be required by the Administrative Agent (if to the extent Notes have been requested by such Lender or the affected 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 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 the Administrative 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 2.10(b) ). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (and the Borrowers shall pay to the Lenders any amounts that would be payable or decreased except pursuant to Section 3.3 hereof if 2.10(a) hereof) without the prior written consent of such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)Lender. The Borrowers US Borrower shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (bSection 2.10(b) if a Default or an Event of Default shall then exist, or, or immediately 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: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that the Administrative Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Revolving Amount; provided that Commitment Amount by either, at the aggregate amount option of all increases made pursuant to this subsection Administrative Borrower, (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made by either (Ai) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) including one or more Additional Lenders, acceptable to Administrative Borrower, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentsCommitment”).
(ii) ; provided, however, that existing Lenders shall be given the first opportunity to provide the 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 Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to 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 (DC) the US Borrowers and, as appropriate, each Foreign 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 (if Notes have been requested by such Lender or Lenders)Agent. 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 Lenders such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(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 Loans2.9(b). The Borrowers shall not request any increase in the Maximum Revolving Amount Commitment pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately 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: Credit Agreement (IHS Inc.)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided Total Commitment Amount from the Closing Commitment Amount up to an amount that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000)the Maximum Commitment Amount. Each such request for an increase shall be in an amount increments of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (Ai) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 CommitmentsCommitment”).
(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 the Borrowers 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 (DC) the Borrowers 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 (if Notes have been requested by such Lender or Lenders)Agent. 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 2.10(b) 2.9(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (and the Borrowers shall pay to the Lenders any amounts that would be payable or decreased except pursuant to Section 3.3 hereof if 2.9(a) or 2.11(d) hereof) without the prior written consent of such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)Lender. The Borrowers Borrower shall not request any increase in the Maximum Revolving Amount Commitment pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately 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: Credit Agreement (Nn Inc)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided Total Commitment Amount from the Closing Commitment Amount up to an amount that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000)the Maximum Commitment 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 Five Million Dollars ($1,000,0005,000,000), and may be made by either (Ai) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 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 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 (DC) the Borrowers 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 (if Notes have been requested by such Lender or Lenders)Agent. 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 2.10(b2.9(b) (and the Borrowers 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 SOFR LIBOR Fixed Rate Loans). The Borrowers shall not request any increase in 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 this subsection (bSection 2.9(a) if a Default or an Event hereof) without the prior written consent of Default shall then exist, or, after giving pro forma effect to any such 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.such
Appears in 1 contract
Increase in Commitment. (ia) At Provided no Default or Event of Default has occurred and is continuing, or would result therefrom, at any time during the Commitment Increase Periodand from time to time, the Borrowers may Borrower may, by delivering an Increase Request to the Agent, request that the Administrative Agent increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under increases to the Revolving Credit Commitment, as a party to this Agreement amount of the Syndicated Facility Commitment Amount (each an “Additional Commitment” Increase”). 54411012.5 - 37 - Each Increase may not be less than Cdn. $1,000,000 and the Commitment Amount after any Increase may not exceed the then current Borrowing Base.
(b) Each Increase Request will be 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 its option, provide its Rateable Portion of 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, collectivelyupon 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 the Agent, within 10 Banking Days of an Increase Request, that such Lender will provide its Rateable Portion of the requested Increase will be deemed to have declined to provide its Rateable Portion thereof. Not more than three Banking Days following (i) the 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 “Additional CommitmentsAllocation Notice”).
(iid) During 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 Increase PeriodAmount 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 Lenders agree that Unallocated Portion, then the Administrative Borrower may arrange for one or more other financial institutions (each a “Substitute Lender”) to offer to acquire the balance of the Unallocated Portion, subject to the following conditions: 54411012.5
(i) each Substitute Lender being satisfactory to the Agent; and
(ii) each Substitute ▇▇▇▇▇▇ having delivered to the Agent an instrument in writing agreeing to be bound by the terms of this Agreement as a Lender.
(f) Notwithstanding anything to the contrary in this Agreement, no Lender will have any obligation to participate in any requested Increase 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 Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) each Additional whose Individual Syndicated Facility Commitment from an Additional Lender, if any, shall be in an Amount has increased pursuant to this Section 3.11 of a commitment fee on the amount of Ten Million Dollars ($10,000,000), (C) such increase at a rate to be negotiated by the Administrative Borrower and the Agent shall provide which is satisfactory to the Borrowers 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, the Agent 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 (D) the Borrowers shall execute and deliver to the Administrative Agent new Schedule A and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders). The Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf revised Individual Syndicated Facility Commitment Amount of the LendersLenders set forth therein will become effective.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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. (ia) At any time during After the Commitment Increase PeriodClosing Date, the Borrowers may ---------------------- Borrower shall have the right on up to three (3) occasions to request that the Administrative Agent increase obtain additional Commitments (the Maximum Revolving Amount; provided "Additional Commitments") so that the Revolving Commitments aggregate an amount of all increases made pursuant equal to this subsection (b) shall not exceed Two One Hundred and Seventy-Five Million Dollars ($200,000,000). Each such request for an increase shall be in 175,000,000) and the Commitments aggregate an amount of at least Ten equal to Three Hundred and Twenty-Five Million Dollars ($10,000,000325,000,000) (the "Increased Facility Amount"), increased by increments of One Million Dollars ($1,000,000), and may each which request shall be made by either the Borrower giving written notice (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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), (CNotice") the Administrative Agent shall provide to 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 Agent prior to the date which is one hundred and twenty (120) days after the date of the effectiveness of this Agreement setting forth such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by 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 Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable details with respect thereto as shall be necessaryare reasonably requested by the Agent. Upon such request, the 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 the opinion assistance of the Administrative AgentBorrower, in order to reallocate among such Lenders such outstanding amountsarrange a syndicate of lenders with Revolving Commitments (including the initial Revolving Commitments), based aggregating the Increased Facility Amount on or before the revised date which is ninety (90) days after the Additional Commitment Percentages and to otherwise carry out fully Notice was received by the intent and terms of this Section 2.10(b) Agent (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"Syndication Expiration Date"). The Borrowers 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 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 a portion of the amount of the proposed Additional Commitments) to the Borrower; provided that, notwithstanding any increase in existing Lender's rejection of its pro-rata share of the Maximum Revolving Amount pursuant proposed Additional Commitments, such existing Lender shall remain a Lender hereunder, subject to this subsection (b) the terms and conditions hereof. From and after the Syndication Expiration Date, the Agent shall have no further obligation to syndicate the facility or to obtain or accept any additional Commitments. Notwithstanding the foregoing, during the period after the giving of the Additional Commitment Notice and prior to the Syndication Expiration Date, 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 Default or an Event syndicate of Default shall then exist, or, after giving pro forma effect Lenders with Commitments aggregating the Increased Facility Amount. In the event that lenders commit to any such increase, would existany new lender shall execute an accession agreement to this Agreement, the Revolving Commitments of the existing Lenders which have committed to provide any of the Additional Commitments shall be increased, the pro-rata shares of the Lenders shall be adjusted, the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, and other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, 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 increase in the aggregate Commitments pursuant to this Section 2.22 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Commitments. At 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 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 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 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 (iii) the Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the authorization of 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: Credit Facilities Agreement (Choice Hotels International Inc /De)
Increase in Commitment. (i) i. At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent (A) increase the Maximum Revolving Amount, or (B) add a term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of all increases (revolver and term) made pursuant to this subsection (b) following the Fourth Amendment Effective Date shall not exceed Two One Hundred Million Dollars ($200,000,000100,000,000). 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 Dollars ($1,000,000), and may be made by either (A1) 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 (B3) 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 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 Borrowers 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 (D) the Borrowers Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders)) and (E) solely with respect to any Additional Commitment in connection with the 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 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 2.10(b) (and the Borrowers 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 SOFR Fixed Rate Loans). The Borrowers 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 Maximum Revolving Amount or any addition of a term loan facility pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided Total Commitment Amount from the Closing Commitment Amount up to an amount that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000)the Maximum Commitment 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 Dollars ($1,000,000), and may be made by either (Ai) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 CommitmentsCommitment”).
(ii) ; 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 the Administrative 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) 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 the Borrowers 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 (DC) 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 Agent, and (D) Borrowers shall, on the Administrative 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 (if as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes have been requested by such Lender or Lenders)are being met. 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 2.10(b) 2.9(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (and the Borrowers shall pay to the Lenders any amounts that would be payable or decreased except pursuant to Section 3.3 hereof if 2.9(a) hereof) without the prior written consent of such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)Lender. The Borrowers shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately after giving pro forma effect to any such increase, 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 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. (i) At any time during the Commitment Increase Period, the Borrowers US Borrower may request that the Administrative Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount (with a corresponding increase in the Maximum US Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made by either (Ai) 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 (Bii) including one or more Additional Lenders, with the prior written consent of Agent (which shall not be unreasonably withheld), each with a new commitment under the US Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “"Additional Commitments”Commitment").
(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 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”"), (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) the Borrowers US Borrower shall execute and deliver to the Administrative Agent and the US Lenders such replacement or additional US Revolving Credit Notes as shall be required by the Administrative Agent (if to the extent Notes have been requested by such Lender or the affected 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 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 the Administrative 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 2.10(b) ). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (and the Borrowers shall pay to the Lenders any amounts that would be payable or decreased except pursuant to Section 3.3 hereof if 2.10(a) hereof) without the prior written consent of such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)Lender. The Borrowers US Borrower shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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.Section
Appears in 1 contract
Sources: Credit Agreement (Applied Industrial Technologies Inc)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Revolving Amount from the Closing Revolving Amount up to an amount that shall not exceed the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and and, if Agent agrees to such increase in the Revolving Amount, may be made by either (Ai) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 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 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 (DC) the Borrowers Borrower shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrower shall, on the Administrative Agent (if 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 have been requested by such Lender or Lenders)Documents. 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 2.10(b2.9(b) (and the Borrowers 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 SOFR Eurodollar Loans). The Borrowers 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 Maximum Revolving Amount Commitment pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately after giving pro forma effect to any such increase, increase would exist. At the time of any such increase, at the request Upon each increase of the Administrative AgentRevolving Amount, the Credit Parties and the Lenders Total Commitment Amount shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentbe proportionally increased.
Appears in 1 contract
Sources: Credit and Security Agreement (Kratos Defense & Security Solutions, Inc.)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that the Administrative Agent increase the Maximum Total Commitment Amount by (A) increasing the Revolving Amount, or (B) adding an additional term loan facility to this Agreement (the “Additional Term Loan Facility”) which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Seventy Million Dollars ($200,000,00070,000,000). 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 Dollars ($1,000,000), and may be made by either (A1) increasing, for one or more 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 (B3) including one or more Additional Lenders, each with a new commitment (in a minimum amount of at least Five Million Dollars ($5,000,000)) 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 Commitments”). For clarification purposes, nothing contained in this Section 2.10 shall be construed as a commitment by any Lender to make any Additional Commitment and any such commitment by a Lender shall be at such ▇▇▇▇▇▇’s sole and absolute discretion.
(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 the Borrowers 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 (DC) the Borrowers shall execute and deliver to the Administrative Agent and the applicable Lenders such appropriate replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders), and (D) the Borrowers shall execute and deliver any other documents, instruments or agreements or such thereof as the Administrative Agent may reasonably require. 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 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 2.10(b2.10(a) (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). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased without the prior written consent of such Lender. The Borrowers shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increaseincrease (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 the Administrative Agent, the Credit Parties and the Lenders shall enter into an amendment to evidence such increase and to address related provisions as reasonably deemed necessary or appropriate by the Administrative Agent.
Appears in 1 contract
Sources: Credit and Security Agreement (AvidXchange Holdings, Inc.)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Revolving Commitment Amount; provided that the aggregate amount . Each such increase shall be in increments of all increases made pursuant to this subsection (b) shall not exceed Two Hundred at least Five 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 Dollars ($1,000,000), 5,000,000) and may be made by either (Ai) proportionally increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit CommitmentsMaximum Amounts, or (Bii) including one or more Additional Lenders, each with a new commitment under Maximum Amount of the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “"Additional Commitments”Commitment").
(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 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 (DC) the Borrowers 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 (if Notes have been requested by such Lender or Lenders)Agent. 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 2.10(b) subsection (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 Loansb). The Borrowers Borrower shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, or immediately 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. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Revolving Amount from the Closing Revolving Amount up to the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made Amount by either (Ai) proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit CommitmentsCommitment, or (Bii) 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 CommitmentsCommitment”).
(ii) ; 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 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) 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 the Borrowers 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 (DC) the Borrowers Borrower shall execute and deliver to the Administrative Agent and the Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrower shall, on the Administrative 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 (if as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes have been requested by such Lender or Lenders)are being met. The Revolving Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders.
(iii) . 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 the Administrative 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 Section 2.10(b) subsection (b). In connection therewith, it is understood and agreed that the Borrowers shall pay to the Lenders Maximum Amount of any amounts that would Revolving Lender will not be payable increased (or decreased except pursuant to Section 3.3 hereof if 2.10(a) hereof) without the prior written consent of such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)Revolving Lender. The Borrowers Borrower shall not request any increase in the Maximum Revolving Amount (or the Total Commitment Amount) pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, or immediately after giving pro forma effect to any such increase, increase would exist. At the time of any such increase, at the request Upon each increase of the Administrative AgentRevolving Amount, the Credit Parties and Total Commitment Amount shall be proportionally increased from the Lenders shall enter into an amendment Closing Commitment Amount up to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative AgentMaximum Commitment Amount.
Appears in 1 contract
Increase in Commitment. (i) i. At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent (A) increase the Maximum Revolving Amount, or (B) add a term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of all increases (revolver and term) made pursuant to this subsection (b) shall not exceed Two One 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 Dollars ($1,000,000), and may be made by either (A1) 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 (B3) 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 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 Borrowers 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 (D) the Borrowers Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders)) and (E) solely with respect to any Additional Commitment in connection with the 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 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 2.10(b) (and the Borrowers 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 SOFR Fixed Rate Loans). The Borrowers 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 Maximum Revolving Amount or any addition of a term loan facility pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that elect to increase the Administrative Agent increase Total Commitment Amount by (A) increasing the Maximum Revolving Amount, or (B) adding a term loan facility to this Agreement (the “Term Loan Facility”) (which Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of all such increases (revolver and term) made pursuant to this subsection (b) shall not exceed Two Eight Hundred Million Dollars ($200,000,000800,000,000). 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 Dollars ($1,000,000), and may be made by either (A1) 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 (B3) 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 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 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 Borrowers 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 (D) the Borrowers Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by 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 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 2.10(b) (and the Borrowers 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 Borrowers Borrower shall not request elect any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (bSection 2.10(b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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. (i) At any time during the Commitment Increase PeriodProvided no Default or Event of Default has occurred and is continuing, the Borrowers may request that Company may, on any Business Day on or prior to the Administrative Agent Revolving Credit Termination Date, from time to time, increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in an amount the form of Exhibit D hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (A5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 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 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender whose agreement shall not be unreasonably withheld, conditioned or Lendersdelayed). The Lenders hereby authorize Upon the Administrative Agent to execute effectiveness thereof, each Additional Lender Assumption Agreement on behalf shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such 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 Lenders.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the aggregate Revolving Loans and Participating Interests then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as outstanding. It shall be necessarya 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, in and that the opinion Company shall not have terminated any portion 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 2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable Aggregate Revolving Commitments pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)3.5(a) hereof. The Borrowers shall not request Company agrees to pay any increase in reasonable fees or expenses of the Maximum Revolving Amount pursuant to this subsection Agent (bincluding reasonable fees and disbursements of counsel) if a Default or an Event of Default shall then exist, or, after giving pro forma effect relating to any such increaseCommitment Amount Increase. Notwithstanding anything herein to the contrary, would exist. At the time of no Lender shall have any such increaseobligation to increase its Aggregate Revolving Commitment and no Lender’s Aggregate Revolving Commitment shall be increased without its consent thereto, and each Lender may at the request of the Administrative Agentits option, the Credit Parties unconditionally and the Lenders shall enter into an amendment without cause, decline to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentits 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 Borrowers Borrower may request that the Administrative Agent increase the Total Commitment Amount from the Closing Commitment Amount up to the Maximum Commitment Amount (with a corresponding increase in the Revolving Amount from the Closing Revolving Amount to the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made by either (Ai) proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit CommitmentsCommitment, or (Bii) 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 (each an “Additional Commitment” and, collectively, the “"Additional Commitments”Commitment").
(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 the Borrowers 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 (DC) the Borrowers Borrower shall execute and deliver to the Administrative Agent and the Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders)Agent. The Revolving Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders.
(iii) . 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 the Administrative 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 Section 2.10(b) subsection (b). In connection therewith, it is understood and agreed that the Borrowers shall pay to the Lenders Maximum Amount of any amounts that would Revolving Lender will not be payable increased (or decreased except pursuant to this Section 3.3 hereof if 2.13) without the prior written consent of such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)Revolving Lender. The Borrowers Borrower shall not request any increase in the Maximum Total Commitment Amount (or the Revolving Amount Amount) pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, or immediately 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: Credit and Security Agreement (Shiloh Industries Inc)
Increase in Commitment. (i) At any time during the Commitment Increase PeriodProvided no Default or Event of Default has occurred and is continuing, the Borrowers may request that Company may, on any Business Day on or prior to the Administrative Agent Termination Date, from time to time, increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be the U.S. Dollar Commitments and/or the Multicurrency Commitments by delivering a Commitment Amount Increase Request in an amount the form of Exhibit E hereto at least Ten Million Dollars five ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (A5) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 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 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender whose agreement shall not be unreasonably withheld, conditioned or Lendersdelayed). The Lenders hereby authorize Upon the Administrative Agent to execute effectiveness thereof, each Additional Lender Assumption Agreement on behalf shall advance the relevant Revolving Loans and purchase Participating Interests in all then outstanding Letters of Credit in an amount sufficient such 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 Lenders.
(iii) On each Additional Lender Assumption Effective Date, the Lenders shall make adjustments among themselves with respect to the aggregate Revolving Loans and Participating Interests then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as outstanding. It shall be necessarya 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, in and that the opinion Company shall not have terminated any portion 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 2.10(b) (and the Borrowers shall pay to the Lenders any amounts that would be payable Total Commitments pursuant to Section 3.3 hereof if such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)3.5(a) hereof. The Borrowers shall not request Company agrees to pay any increase in reasonable fees or expenses of the Maximum Revolving Amount pursuant to this subsection Agent (bincluding reasonable fees and disbursements of counsel) if a Default or an Event of Default shall then exist, or, after giving pro forma effect relating to any such increaseCommitment Amount Increase. Notwithstanding anything herein to the contrary, would exist. At the time of no Lender shall have any such increaseobligation to increase its Total Commitment and no Lender’s Total Commitment shall be increased without its consent thereto, and each Lender may at the request of the Administrative Agentits option, the Credit Parties unconditionally and the Lenders shall enter into an amendment without cause, decline to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentits Total Commitment.
Appears in 1 contract
Sources: Credit Agreement (Emcor Group Inc)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Total Commitment Amount by increasing the Maximum Revolving Amount; provided that the aggregate amount of all such increases made pursuant to this subsection (bSection 2.9(b) shall not exceed Two Hundred Million Dollars ($200,000,000), the entire 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 Dollars ($1,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) 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 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 Borrowers 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 (D) the Borrowers 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 (if Notes have been and requested by such Lender or 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 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 2.10(b2.9(b) (and the Borrowers 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 SOFR 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 Borrowers Borrower shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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 Borrowers Borrower may request that the Administrative Agent (A) increase the Maximum Revolving Amount, or (B) add a term loan facility to this Agreement (the “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of all increases (revolver and term) made pursuant to this subsection (b) shall not exceed Two One Hundred Million Dollars ($200,000,000100,000,000). 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 Dollars ($1,000,000), and may be made by either (A1) 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 (B3) 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 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 Borrowers 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 (D) the Borrowers Borrower shall execute and deliver to the Administrative Agent and the applicable Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by 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 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 2.10(b) (and the Borrowers 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 SOFR 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 Borrowers Borrower shall not request any increase in the Maximum Revolving Amount or any addition of a term loan facility pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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. (i) At any time during the Commitment Increase Periodprior to March 14, the 2010, Borrowers may request that the Administrative Agent increase the Maximum Revolving Amount; provided Commitment Amount from the Closing Commitment Amount to an amount not to exceed the Increased Maximum Commitment Amount (with the understanding that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase 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 Dollars ($1,000,000), and may be made equal to the Additional Commitments) by either (Ai) increasing, for one or more LendersBanks, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) including one or more Additional LendersBanks, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “"Additional Commitments”Commitment").
. The aggregate amount of such Commitment increase request shall be in a minimum amount of Twenty Million Dollars (ii) During $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 Commitment Increase Period, all consent of the Lenders agree that Agent and the Administrative AgentBorrowers, 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) 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 the Borrowers 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 (DC) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders Banks such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders)Agent. The Lenders Banks hereby authorize the Administrative Agent to execute each Additional Lender Bank Assumption Agreement on behalf of the Lenders.
(iii) Banks. 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 the Administrative 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 2.10(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 Loans2.8(c). The Borrowers shall not request any increase in the Maximum Revolving Amount Commitment pursuant to this subsection (bSection 2.8(c) if a Default or an Event of Default shall then exist, or, exist or immediately 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: Credit Agreement (Cedar Fair L P)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that the Administrative Agent increase the Revolving Amount from the Closing Revolving Amount up to an amount that shall not exceed the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made by either (Ai) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 Commitments”).
(ii) ; 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 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 the Borrowers 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 (DC) 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 (if Notes have been and requested by such Lender or 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 2.10(b2.9(b) (and the Borrowers 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 SOFR Eurodollar Loans). The Borrowers 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 Maximum Revolving Amount pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, 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 Upon each increase of the Administrative AgentRevolving Amount, the Credit Parties and the Lenders Total Commitment Amount shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentbe proportionally increased.
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that Agent and the Administrative Agent Lenders (i) increase the Maximum Revolving AmountCredit Commitment (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”; provided that 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 aggregate amount of all increases made pursuant SixthNinth Amendment Effective Date not to this subsection (b) shall not exceed Two Three Hundred Million Dollars ($200,000,000300,000,000); provided that no Incremental Increases shall be requested during the Covenant Adjustment Period. Each such request for an increase Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (Ax) 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 (By) 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 Commitments”).
; provided that existing Lenders (iiother than any “institutional” lender) During shall be given the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. 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 Lender, if any, shall execute an Additional Lender Assumption Agreement, (Lenders and/or a term loan “B) each Additional Commitment from an Additional Lender, if any, shall ” to be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required made by the Administrative Agent (if Notes have been requested by 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 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative “institutional” lenders on customary terms determined by Agent, the Credit Parties US Borrower and the such Additional Lenders, Lenders shall enter into an amendment to evidence such increase and to address related provisions or lenders, as deemed necessary or appropriate by the Administrative Agentapplicable.
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, the Borrowers may request that the Administrative Agent increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Total Commitment Amount by increments of One Million Dollars ($1,000,000), and may be made by either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under increasing the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional Commitments”).59
(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 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”), and (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 (2) 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 Notes as shall be required by the Administrative Agent (if Notes have been requested by 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 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 2.10(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 SOFR Loans). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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.60
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Revolving Amount from the Closing Revolving Amount up to the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made Amount by either (Ai) proportionally increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit CommitmentsCommitment, or (Bii) 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 CommitmentsCommitment”).
(ii) . During the Commitment Increase Period, all of the Lenders agree that the Administrative 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) 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 the Borrowers 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 (DC) the Borrowers Borrower shall execute and deliver to the Administrative Agent and the Revolving Lenders such replacement or additional Revolving Credit Notes as shall be required by Agent, and (D) Borrower shall, on the Administrative 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 (if as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes have been requested by such Lender or Lenders)are being met. The Revolving Lenders hereby authorize the Administrative Agent to execute each Additional Lender Assumption Agreement on behalf of the Revolving Lenders.
(iii) . 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 the Administrative 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 Section 2.10(b) subsection (b). In connection therewith, it is understood and agreed that the Borrowers shall pay to the Lenders Maximum Amount of any amounts that would Revolving Lender will not be payable increased (or decreased except pursuant to Section 3.3 hereof if 2.10(a) hereof) without the prior written consent of such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)Revolving Lender. The Borrowers Borrower shall not request any increase in the Maximum Total Commitment Amount (or the Revolving Amount Amount) pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, or immediately after giving pro forma effect to any such increase, increase would exist. At Upon the time of any such increase, at the request increase of the Administrative AgentRevolving Amount, the Credit Parties and Total Commitment Amount shall be proportionally increased from the Lenders shall enter into an amendment Closing Commitment Amount to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative AgentMaximum Commitment Amount.
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Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers may request that the Administrative Agent increase the Total Commitment Amount by (A) increasing the Maximum Revolving Amount, or (B) adding one or more additional term loan facilities to this Agreement (each an “Additional Term Loan Facility”) (which Additional Term Loan Facility shall be subject to subsection (c) below); provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Thirty Million Dollars ($200,000,00030,000,000). 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 Dollars ($1,000,000), and may be made by either (A1) increasing, for one or more 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 (B3) 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 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 Five Million Dollars ($10,000,0005,000,000), (C) the Administrative Agent shall provide to 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”), and (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required by the Administrative Agent (if Notes have been requested by 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 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 2.10(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 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 Borrowers shall not request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such 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 Additional Term Loan Facility, the Total Commitment Amount shall be increased by the same amount.
Appears in 1 contract
Sources: Credit and Security Agreement (Universal Logistics Holdings, Inc.)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Borrower may request that the Administrative Agent increase the Revolving Amount from the Closing Revolving Amount up to the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made Amount by either (Ai) increasing, for one or more Revolving Lenders, with their prior written consent, their respective Applicable Commitment Percentage of the Revolving Credit CommitmentsCommitment, or (Bii) 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 (each an “Additional Commitment” and, collectively, the “Additional CommitmentsCommitment”).
(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 the Borrowers 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 (DC) the Borrowers 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 (if Notes have been requested by such Lender or Lenders)Agent. The Revolving 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 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 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 2.10(b) subsection (b). In connection therewith, it is understood and agreed that the Borrowers shall pay to the Lenders Maximum Amount of any amounts that would Lender will not be payable increased (or decreased except pursuant to Section 3.3 hereof if 2.10(a) hereof) without the prior written consent of such adjustments among the Lenders would cause a prepayment of one or more SOFR Loans)Lender. The Borrowers Borrower shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, or immediately after giving pro forma effect to any such increase, increase would exist. At Upon the time of any such increase, at the request increase of the Administrative AgentRevolving Amount, the Credit Parties and the Lenders Total Commitment Amount shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate be increased by the Administrative Agentamount of the increase in the Revolving Amount.
Appears in 1 contract
Sources: Credit and Security Agreement (Shiloh Industries Inc)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that the Administrative Agent increase the Revolving Amount from the Closing Revolving Amount up to an amount that shall not exceed the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). 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 Dollars ($1,000,000), and may be made by either (Ai) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (Bii) 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 Commitments”).
(ii) ; 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 the Administrative 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) 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 the Borrowers 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 (DC) 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 Agent, and (D) Borrowers shall, on the Administrative 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 (if as defined in the Convertible Subordinated Notes) under the Convertible Subordinated Notes have been requested by such Lender or Lenders)are being met. 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 2.10(b2.9(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 Eurodollar Loans). The 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 Maximum Revolving Amount pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, or immediately after giving pro forma effect to any such increase, 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 Upon each increase of the Administrative AgentRevolving Amount, the Credit Parties and the Lenders Total Commitment Amount shall enter into an amendment to evidence such increase and to address related provisions as deemed necessary or appropriate by the Administrative Agentbe proportionally increased.
Appears in 1 contract
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that the Administrative Agent increase the Maximum Total Commitment Amount by (A) increasing the Revolving Amount, or (B) adding an Additional Facility to this Agreement (any such Additional Facility shall be subject to subsection (c) below); provided that the aggregate amount of all such increases made pursuant to under this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000)the 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 Dollars ($1,000,000), and may be made by either (A1) 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 (B3) 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 Commitments”); 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 the Administrative 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) 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 the Borrowers 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 (DC) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Revolving Credit Notes or other Notes as shall be required by the Administrative Agent (if Notes have been and requested by such Lender or 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, as appropriate, the Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to 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 2.10(b2.9(b) (and the 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 SOFR Eurodollar Loans). The 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 Maximum Revolving Total Commitment Amount pursuant to this subsection (bSection 2.9(b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, 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 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. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that Agent and the Administrative Agent Lenders (i) increase the Maximum Revolving AmountCredit Commitment (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”; provided that 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 aggregate amount of all increases made pursuant Ninth Amendment Effective Date not to this subsection (b) shall not exceed Two Three Hundred Million Dollars ($200,000,000300,000,000); provided that no Incremental Increases shall be requested during the Covenant Adjustment Period. Each such request for an increase Incremental Increase shall be in an amount of at least Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000), and may be made by either (Ax) 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 (By) 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 Commitments”).
; provided that existing Lenders (iiother than any “institutional” lender) During shall be given the Commitment Increase Period, all of the Lenders agree that the Administrative Agent, in its sole discretion, first opportunity to provide Additional Commitments or Incremental Term Loans as term loan “A”. 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 Lender, if any, shall execute an Additional Lender Assumption Agreement, (Lenders and/or a term loan “B) each Additional Commitment from an Additional Lender, if any, shall ” to be in an amount of Ten Million Dollars ($10,000,000), (C) the Administrative Agent shall provide to 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 (D) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders such replacement or additional Notes as shall be required made by the Administrative Agent (if Notes have been requested by 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 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 2.10(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). The Borrowers shall not request any increase in the Maximum Revolving Amount pursuant to this subsection (b) if a Default or an Event of Default shall then exist, or, after giving pro forma effect to any such increase, would exist. At the time of any such increase, at the request of the Administrative “institutional” lenders on customary terms determined by Agent, the Credit Parties US Borrower and the such Additional Lenders, Lenders shall enter into an amendment to evidence such increase and to address related provisions or lenders, as deemed necessary or appropriate by the Administrative Agentapplicable.
Appears in 1 contract
Increase in Commitment. (ia) At any time during the Commitment Increase Period, the Borrowers The Borrower may request that the Administrative Agent increase the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two Hundred Million Dollars ($200,000,000). Each such request for an increase shall be in the Commitments by an amount of at least Ten Million Dollars not greater than $100,000,000 ($10,000,000)any such increase, increased a “Commitment Increase”) by increments of One Million Dollars ($1,000,000), and may be made by designating either (A) increasing, for one or more Lenders, with their prior written consent, their respective Revolving Credit Commitments, or (B) including one or more Additional Lenders, each with a new commitment under of the Revolving Credit Commitment, as a party to this Agreement existing Lenders (each an “Additional Commitment” and, collectively, the “Additional Commitments”).
(ii) During the Commitment Increase Period, all of the Lenders agree that the Administrative Agentwhich, in its sole discretion, may permit determine whether and to what degree to participate in such Commitment Increase) or 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 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 (D) the Borrowers shall execute and deliver 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 Lender”), to become a party to this Agreement. The sum of the 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 the Lenders such replacement or additional Notes as integral multiples of $5,000,000 in excess thereof. The Borrower shall be required by provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.08 to the Administrative Agent (if Notes have been requested by Agent, which shall promptly provide a copy of such Lender or Lenders). The Lenders hereby authorize the Administrative Agent notice to execute each Additional Lender Assumption Agreement on behalf of the Lenders.
(iiib) On 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, setting forth the new commitments and Commitment Percentage of each such Lender and setting forth the agreement of each Additional Lender Assumption Effective Dateto become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (B) such evidence of appropriate corporate authorization on the Lenders shall make adjustments among themselves part of the Borrower with respect to the Loans then outstanding Commitment Increase and amounts such opinions of principalcounsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, interest(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, commitment (iii) receipt by the Administrative Agent of the reasonable fees and other amounts paid or payable expenses of the Administrative Agent and Lenders associated with respect thereto as such Commitment Increase, and (iv) receipt by the Administrative Agent of a certificate (the statements contained in which shall be necessarytrue) 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 Commitment Increase.
(c) If any Loans are outstanding upon the effective date of any Commitment Increase, each Increasing Lender and each Additional Lender 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 aggregate Commitments (calculated, in each case, immediately after such Commitment Increase) and (ii) in the case of an Increasing Lender, such Increasing Lender’s Commitment Increase and, in the opinion case of an 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 Administrative Agentaggregate Commitments (calculated, in order each case, immediately prior to reallocate among such Lenders Commitment Increase) and (II) in the case of an Increasing Lender, such outstanding amountsIncreasing Lender’s Commitment Increase and, based in the case of an Additional Lender, such Additional Lender’s Commitment and (B) of the same Type(s) and having the same Interest Periods(s) as each Loan described in the preceding clause (A), such that after giving effect to such Commitment Increase and the Loans made on the revised date of such Commitment Percentages and Increase, each Loan outstanding hereunder shall consist of Loans made ratably by all of the Lenders (after giving effect to otherwise carry out fully the intent and terms of this Section 2.10(b) (and the Borrowers such Commitment Increase). The Borrower shall pay to the Lenders Administrative Agent any amounts that would be payable pursuant to Section 3.3 hereof if 2.12(e) in connection with such adjustments among Commitment Increase.
(d) Notwithstanding any provision contained herein to the Lenders would cause a prepayment contrary, from and after the date of one or more SOFR Loans). The Borrowers shall not request any increase in Commitment Increase and the Maximum Revolving Amount making of any Loans on such date pursuant to this subsection paragraph (bc) if a Default or an Event above, all calculations and payments of Default Facility Fees and of interest on the Loans comprising any Loan shall then exist, or, after giving pro forma effect to any such increase, would exist. At take into account the time actual Commitment of any such increase, at each Lender (including the request of the Administrative Agent, the Credit Parties Additional Lender) and the Lenders shall enter into an amendment to evidence principal amount outstanding of each Loan made by each such increase and to address related provisions as deemed necessary or appropriate by Lender during the Administrative Agentrelevant period of time.
Appears in 1 contract
Sources: Revolving Credit Agreement (South Jersey Industries Inc)
Increase in Commitment. (i) At any time during the Commitment Increase Period, the Borrowers Administrative Borrower may request that the Administrative Agent increase the Total Commitment Amount to the Maximum Revolving Amount; provided that the aggregate amount of all increases made pursuant to this subsection (b) shall not exceed Two 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 Dollars ($1,000,000), and may be made Commitment Amount by either (Ai) increasing, for one or more LendersBanks, with and subject to their prior written consent, their respective Revolving Credit Commitments, or (Bii) with and subject to the prior written consent of Agent, including one or more Additional LendersBanks, each with a new commitment under the Revolving Credit Commitment, as a party to this Agreement (each an “Additional Commitment” and, collectively, the “Additional CommitmentsCommitment”).
(ii) . During the Commitment Increase Period, all of the Lenders Banks 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 LenderBank, if any, shall execute an Additional Lender Bank 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 the Borrowers 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 (DC) the Borrowers shall execute and deliver to the Administrative Agent and the Lenders Banks such replacement or additional Revolving Credit Notes as shall be required by the Administrative Agent (if Notes have been requested by such Lender or Lenders)Agent. The Lenders Banks hereby authorize the Administrative Agent to execute each Additional Lender Bank Assumption Agreement on behalf of the Lenders.
(iii) Banks. 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 the Administrative 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 2.10(b) subsection (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 Loansb). The Borrowers shall not It is a condition precedent to Borrowers’ ability to request any increase in the Maximum Revolving Total Commitment Amount pursuant to this subsection (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, or immediately after giving pro forma effect to any such increase, increase would exist, and (y) MTCT shall have completed a secondary stock offering raising a minimum of $50,000,000 in additional equity. At Borrowers shall pay any attorneys’ fees or other expenses of Agent in connection with the time documentation of any such increase, at the request of the Administrative Agent, the Credit Parties as well as such other fees as may be agreed upon between Borrowers 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