Increase in Commitments. (a) Following the Effective Date, the Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and (iv) the representations and warranties contained in Article III shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.
Appears in 3 contracts
Sources: Credit Agreement (National Fuel Gas Co), Credit Agreement (National Fuel Gas Co), Credit Agreement (National Fuel Gas Co)
Increase in Commitments. (a) Following the Effective DateThe Company may, the Borrower may at any time and from time after the Closing Date by notice to time the Administrative Agent, propose an increase in the Multi-Year Facility total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), by notice to in each case, with the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to approval of the Administrative Agent (not to be unreasonably withheld). Such notice shall specify (i) the “name of each Increasing Lender and/or Assuming Lender(s)”Lender, as applicable, (ii) that have agreed the amount of the Commitment Increase and the portion thereof being committed to provide the additional Commitment(sby each such Increasing Lender or Assuming Lender and (iii) and the date on which such increase Commitment Increase is to be effective (the a “Commitment Increase Date”), ) (which shall be a Business Day at least five (5) days Business Days after delivery of such notice and 30 days prior to the Multi-Year Facility Commitment Termination Date; provided that). Each Commitment Increase shall be subject to the following additional conditions:
(i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum aggregate amount of at least $25,000,000;
(ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $10,000,00025,000,000;
(iiiii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility total Commitments hereunder shall not exceed $850,000,0002,000,000,000;
(iiiiv) no Event of Default shall have has occurred and be is continuing on such the relevant Commitment Increase Date or shall result from the any Commitment Increase; and
(ivv) the representations and warranties contained of the Loan Parties set forth in Article III this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such Assuming Lender shall be increased as and/or the new Commitment of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent shall have receivedAgent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an assumption agreement agreement, in substantially form and substance satisfactory to the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower Company and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered , pursuant to the Administrative Agentwhich, on or prior to 10:00 a.m., New York City time, on effective as of such Commitment Increase Date, confirmation in writing reasonably satisfactory to each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent as to its increased Commitment, with a copy of such confirmation to Agent. Upon the Borrower.
(c) Upon its Administrative Agent’s receipt of confirmation a fully executed agreement from a each such Increasing Lender that it is increasing its Commitment hereunderand/or Assuming Lender, together with the certificates referred to in clause (b)(i) abovesuch certificate of such Responsible Officer, the Administrative Agent shall (i) record the information contained therein in such agreement in the Register and (ii) give prompt notice thereof of the relevant Commitment Increase to the Borrower; provided that absent such Company and the Lenders (including, if applicable, each Assuming Lender’s confirmation of such a ). On each Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shallDate, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof Borrower immediately prior to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior giving effect to the relevant Commitment Increase Date in accordance with Section 2.08 and the actions provided for (ii) at such Borrower’s option in clause (b) above shall have occurred by 10:00 a.m.accordance with this Agreement, New York City time, on such Commitment Increase Date, the Administrative Agent shall notify Borrower may request to borrow new Loans from all the Lenders (including including, if applicable, any Assuming LendersLender) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increasethat, the Borrower shallafter giving effect thereto, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the their respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable ). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16Lender.
Appears in 3 contracts
Sources: 364 Day Credit Agreement (American International Group Inc), 364 Day Credit Agreement (American International Group Inc), Credit Agreement (American International Group Inc)
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent additional lenders (the “Assuming Lender(s)”) that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each proposed Commitment Increase shall be $10,000,0005,000,000 in the case of an Assuming Lender or an Increasing Lender;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,000500,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B C (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BC, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.
Appears in 2 contracts
Sources: Credit Agreement (Henry Schein Inc), Credit Agreement (Henry Schein Inc)
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by 10 Business Days’ written notice to the Administrative Agent specifying request, on one or more occasions, the existing Lender(sestablishment of one or more increased or new Commitments (each, an “Incremental Commitment”). Each such notice shall specify (i) the date (the each, an “Increasing Lender(s)Increase Effective Date”) and/or any other Person(s) selected by on which Borrower proposes that the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such increase notice is delivered to be effective the Administrative Agent and (ii) the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery identity of each Eligible Assignee to whom Borrower proposes any portion of such notice increased or new Commitments be allocated and prior the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Multi-Year Facility Commitment Termination increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.
(b) The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the Commitment Increase; andborrowings to be made on the Increase Effective Date;
(ivii) on the representations and warranties contained in Article III Increase Effective Date, after giving effect to the making of any Loans pursuant to the Incremental Commitments (each such Loan an, “Incremental Loan”), Borrower shall be true and correct in all material respects on and pro forma compliance with the covenant set forth in Section 7.12(a) as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.most recently completed Quarterly Testing Date;
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(iiii) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all an Incremental Amendment in form and substance reasonably satisfactory to the Administrative Agent and its counselconsistent with the provisions of this Section 2.12 (which, notwithstanding anything in Section 10.01 to the contrary, shall not require the consent of any Lender other than the Lenders providing the Incremental Commitments); and
(iv) all fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders shall have been paid.
(c) The terms and provisions of the Incremental Loans shall be as follows:
(i) the covenants, representations and warranties and events of default applicable to any Incremental Loans shall be substantially similar to those applicable to the then outstanding loans under this Agreement and the Existing Term Loan Agreement (except for covenants and other provisions applicable only to the periods after the latest Maturity Date then in effect); provided, that this clause (i) shall not apply to covenants, representations and warranties and events of default which are more favorable to the lenders providing the Incremental Loans than the Lenders or the Existing Term Loan Lenders if, simultaneously with the effectiveness of such Incremental Loans, this Agreement and the Existing Term Loan Agreement are amended in such a manner as shall make the applicable provisions thereof similarly more favorable to the Lenders and the Existing Term Loan Lenders;
(ii) with respect the weighted average life to each Assuming Lender, maturity of any Incremental Loans shall be no shorter than the Administrative Agent shall have received, on or prior weighted average life to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially maturity of the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agentexisting Loans; and
(iii) each Increasing Lender the maturity date of any Incremental Loans shall have delivered not be earlier than the latest Maturity Date then in effect, and after giving effect to the Administrative Agentincurrence of such Incremental Loans, on no more than four Maturity Dates may be in effect hereunder. Notwithstanding Section 10.01 or prior anything in this Agreement or any other Loan Document to 10:00 a.m.the contrary, New York City timethe Incremental Amendment may, on without the consent of any other Lenders, effect such Commitment Increase Dateamendments to this Agreement and the other Loan Documents as may be necessary, confirmation in writing reasonably satisfactory to the reasonable opinion of the Administrative Agent as to its increased Commitment, with a copy of such confirmation to and the Borrower.
(c) Upon its receipt , to effect the provisions of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrowerthis Section 2.12.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to On any agreement with respect to a Commitment Increase Effective Date on or prior which Incremental Commitments for Incremental Loans are effective, subject to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) satisfaction of the occurrence foregoing terms and conditions, each Lender of such Incremental Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the shall make an Incremental Loan to Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment its Incremental Commitment.
(e) The Loans and (iii) pay Commitments established pursuant to this Section shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranty and security interests created by the Collateral Documents. The Restricted Persons shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the Lenders establishment of any such Loans and Commitments substantially similar to those applicable to the amounts, if any, payable under Section 2.16then outstanding Loans.
Appears in 2 contracts
Sources: Senior Secured Term Loan Agreement, Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Increase in Commitments. (a) Following Subject to the Effective Dateterms and conditions set forth herein, the Borrower may at any time and shall have the right, without the consent of the Lenders, the Administrative Agent or the Issuing Banks, to cause from time to time an increase in the Multi-Year Facility total amount of the Commitments (each such increase being a “Commitment Increase”), ) by notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent specifying and the existing Lender(s) Issuing Banks (the each a “Increasing Lender(s)CI Lender”) and/or any other Person(s) selected or by the Borrower and reasonably acceptable allowing one or more existing Lenders to the Administrative Agent (the “Assuming Lender(s)”) increase their respective Commitments; provided, however, that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on which is continuing, (ii) no such Commitment Increase Date shall cause the total amount of the Commitments to exceed $3,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or shall result from the Commitment Increase; and
withheld in such Lender’s sole and absolute discretion) and (iv) if, on the representations and warranties contained in Article III effective date of such increase, any Loans have been funded, then the Borrower shall be true and correct obligated to pay any breakage fees or costs in all material respects on and as of connection with the Commitment Increase Date as if made on and as reallocation of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalsoutstanding Loans.
(b) Any Assuming Lender Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 attached hereto. The Administrative Agent shall become give prompt notice to each Issuing Bank of its receipt of a Lender hereunder Notice of Commitment Increase. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such Commitment Increase Date and date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Commitment of any Increasing Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender and any such Assuming Lender shall be increased as of to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date; provided that:
, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.3, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section, the following defined terms shall have received on the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the total amount of the Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to 10:00 a.m.giving effect to the Commitment Increase, New York City timeif any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Date Effective Date); (A2) a certificate of a duly authorized officer of “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates that does not increase its respective Commitment as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization a result of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) whose relative percentage of the occurrence total amount of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (shall be reduced after giving effect to such Commitment Increase; and (3) or as otherwise deemed advisable in “Reduction Amount” means the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay without regard to the Lenders effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the amounts, if any, payable under Section 2.16Commitment Increase).
Appears in 2 contracts
Sources: Credit Agreement (Noble Energy Inc), Credit Agreement (Noble Energy Inc)
Increase in Commitments. (a) Following the Effective DateThe Borrower may, the Borrower may at any time and from time to time time, on any Business Day prior to the Termination Date, increase the Multi-Year Facility aggregate amount of the Commitments (each by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably form acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and Business Days prior to the Multi-Year Facility desired effective date of such increase (each such increase, a “Commitment Termination DateAmount Increase”) identifying one or more additional Lenders (or additional Commitments provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided that:
provided, however, that (i) the minimum aggregate amount of each the Commitments shall not be increased by an amount in excess of $500,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $10,000,000;
(ii) immediately after giving effect to such Commitment Increase5,000,000, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Default or Event of Default shall have occurred and be continuing on at the time of the request or the effective date of such Commitment Increase Date or shall result from the Commitment Amount Increase; and
, and (iv) the all representations and warranties contained in Article III Section 6 hereof shall be true and correct in all material respects on and as of (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the Commitment Increase Date as if made on and as time of such request and on the effective date of such Commitment Amount Increase (or, if any except to the extent such representation representations and warranty is expressly stated warranties relate to have been made as of a specific an earlier date, such representation and warranty shall be in which case they are true and correct in all material respects on and (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such specific date). Notwithstanding the foregoing, nothing herein The effective date of a Commitment Amount Increase shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase be as set forth in the Multi-Year Facility Commitmentrelated commitment amount increase request. Upon the effectiveness of any Commitment Amount Increase, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(bi) Any Assuming Lender shall become a each Lender hereunder as immediately prior to the effectiveness of such Commitment Amount Increase Date will automatically and the without further act be deemed to have assigned to each relevant Commitment of any Increasing Amount Increase Lender, and each relevant Commitment Amount Increase Lender will automatically and any such Assuming Lender shall without further act be increased as deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Date; provided that:
(iLender) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate participations hereunder in Letters of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied Credit and (B) such certificates as participations hereunder in Swing Loans shall be held on a pro rata basis on the Administrative Agent or its counsel may reasonably request relating basis of their respective Commitments (after giving effect to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein increase in the Register aggregate Commitments pursuant to this Section 1.15) and (ii) give prompt notice thereof each Lender hereunder immediately prior to the Borrower; provided that absent such Lender’s confirmation effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the other Lenders (including the Commitment Amount Increase Lenders), and such other Lenders (including the Commitment Amount Increase Lenders) shall be deemed to have purchased such Loans, in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to any Commitment Amount Increase pursuant to this Section 1.15); it being understood and agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase pursuant to Section 12.15 and arrangement fees related thereto as aforesaidagreed between Administrative Agent and the Borrower in that certain fee letter dated March 14, 2018. Notwithstanding anything herein to the contrary, no Lender will be under shall have any obligation to increase its Commitment hereunder. Upon and no Lender’s Commitment shall be increased without its receipt of an Assumption Agreement executed by an Assuming Lenderconsent thereto, together with the certificates referred and each Lender may at its option, unconditionally and without cause, decline to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrowerincrease its Commitment.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.
Appears in 2 contracts
Sources: Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, Inc)
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by written notice to the Administrative Agent specifying the existing Lender(s) elect to seek commitments (the “Increasing Lender(s)Additional Commitments”) and/or any other Person(s) selected by to increase the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination DateCommitments; provided that:
(i) the minimum aggregate amount of each Commitment Increase all Additional Commitments shall be not exceed $10,000,000200,000,000;
(ii) immediately after giving effect to any such Commitment Increase, increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000limit set forth in the preceding clause (i);
(iii) no Event of Default the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have occurred a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and be continuing (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Increase Date or shall result from the Commitment IncreaseLender”); and
(iv) the representations and warranties contained in Article III no existing Lender shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if required to provide any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalsAdditional Commitments.
(b) Any Assuming Lender Each such notice shall become a Lender hereunder as of such Commitment Increase Date and specify (x) the Commitment of any Increasing Lender and any such Assuming Lender date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent effective, which shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) be a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may date reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory acceptable to the Administrative Agent and its counsel;
(iiy) with respect the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each Assuming Lendersuch Person. As a condition precedent to the effectiveness of any Additional Commitments, the Administrative Agent Borrower shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to its increased Commitment, with a copy of such confirmation any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the Borrowerextent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) Upon its receipt The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender providing the Additional Commitments (and the other Persons specified in the definition of confirmation from a Lender that it is increasing its Commitment hereunderAdditional Credit Extension Amendment but no other existing Lender), together with and the certificates referred Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in clause (b)(i) above, the reasonable opinion of the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation , to effect the provisions of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrowerthis Section 2.14.
(d) In the event that the Administrative Agent This Section 2.14 shall have received notice from the Borrower as to supersede any agreement with respect to a Commitment Increase on provisions in Section 2.13 or prior Section 10.01 to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16contrary.
Appears in 2 contracts
Sources: Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.)
Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such proposed increase being a “Commitment Increase”), either by notice to the Administrative Agent specifying the existing Lender(s) having a Lender increase its Commitment then in effect (the each an “Increasing Lender(s)Lender”) and/or any other Person(s) selected or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five three (53) days Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000;
450,000,000 and the aggregate amount of all Commitment Increases shall not exceed $150,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and
and (ivv) the representations and warranties contained in Article III 5 (other than in Section 5.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.20(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption agreement in substantially a Joinder Agreement among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent; and
and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant On each Commitment Increase Date upon such time as the applicable conditions set forth in Sections 2.20(a) and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.2.20
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent additional lenders (the “Assuming Lender(s)”) that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each proposed Commitment Increase shall be $10,000,0005,000,000 in the case of an Assuming Lender or an Increasing Lender;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,000700,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B C (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BC, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.
Appears in 2 contracts
Sources: Credit Agreement (Henry Schein Inc), Credit Agreement (Henry Schein Inc)
Increase in Commitments. (a) Following Subject to the Effective Dateterms and conditions set forth herein, APA shall have the Borrower may at any time and right to cause from time to time an increase in the Multi-Year Facility Commitments of the Lenders by up to US$500,000,000 in the aggregate (each such increase being a “Commitment Increase”), ) by notice adding to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Borrower and reasonably acceptable to the Administrative Agent (the which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase DateCI Lender”); provided, which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
however that (i) at the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately time of, and after giving effect to such to, the Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on which is continuing, (ii) no such Commitment Increase Date shall cause the total amount of the Commitments to exceed US$2,300,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall result from the Commitment Increase; and
be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the representations and warranties contained in Article III effective date of such increase, any Loans have been funded, then Borrower shall be true obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and correct in all material respects on and as (v) each CI Lender shall execute a Notice of the Commitment Increase Date as if made on and as of deliver such date (or, if any such representation and warranty is expressly stated executed notice to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalsAgent.
(b) Any Assuming Lender Commitment Increase must be requested by written notice from APA to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit G attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall become a Lender hereunder be effective on the proposed effective date set forth in such notice (not less than five (5) Business Days after receipt by the Administrative Agent) or on another date agreed to by the Administrative Agent and APA (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such Commitment Increase Date and date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Commitment of any Increasing Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender and any such Assuming Lender shall be increased as of to Borrower pursuant to this Agreement on such Commitment Increase Effective Date; provided that:, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) Each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate record in its records the CI Lender’s information as provided in the Notice of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating pursuant to the Borrower, this Agreement or the Commitment Increase, all an Administrative Questionnaire in form and substance satisfactory to the Administrative Agent that shall be executed and its counsel;
(ii) with respect to delivered by each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming CI Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitmenton or before the Commitment Increase Effective Date, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof Schedule 2.1 hereof shall be amended and restated to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the set forth all Lenders (including any Assuming CI Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the that will be Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (hereunder after giving effect to such Commitment Increase (which shall be set forth in Annex I to the applicable Notice of Commitment Increase) or as otherwise deemed advisable in the sole discretion of and the Administrative Agent after consultation with the Borrowershall distribute to each Lender (including each CI Lender) a copy of such amended and restated Schedule 2.1, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to each CI Lender identified on the Lenders the amounts, if any, payable Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under Section 2.16this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Apache Corp), Credit Agreement (APA Corp)
Increase in Commitments. (a) Following Subject to the Effective Dateterms and conditions set forth herein, the Borrower may at any time and shall have the right, without the consent of the Lenders, the Global Administrative Agent or the Australian Administrative Agent, to cause from time to time an increase in the Multi-Year Facility total amount of the Commitments (each such increase being a “Commitment Increase”), ) by notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Global Administrative Agent specifying and the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Australian Administrative Agent (the each a “Assuming Lender(s)CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments; provided, however, that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on which is continuing, (ii) no such Commitment Increase Date shall cause the total amount of the Commitments to exceed U.S.$300,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or shall result from the Commitment Increase; and
withheld in such L▇▇▇▇▇’s sole and absolute discretion) and (iv) if, on the representations and warranties contained in Article III effective date of such increase, any Loans have been funded, then the Borrower shall be true and correct obligated to pay any breakage fees or costs in all material respects on and as of connection with the Commitment Increase Date as if made on and as reallocation of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalsoutstanding Loans.
(b) Any Assuming Lender Commitment Increase must be requested by written notice from the Borrower to the Global Administrative Agent and the Australian Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.21 attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall become a Lender hereunder be effective on the proposed effective date set forth in such notice (not less than five (5) Business Days after receipt by the Global Administrative Agent and the Australian Administrative Agent) or on another date agreed to by the Global Administrative Agent, the Australian Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Australian Administrative THE COMBINED LENDERS UNDER THE APACHE CORPORATION GLOBAL CREDIT FACILITY April 5, 2007 Page 7 Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall have received on or prior constitute Loans made by such CI Lender to 10:00 a.m., New York City time, the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Australian Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the total amount of the Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (A) without regard to any increase in the aggregate principal amount of Loans as a certificate result of a duly authorized officer of borrowings made after giving effect to the Borrower stating that each of the applicable conditions to Commitment Increase on such Commitment Increase set forth in clause Effective Date); (a2) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the organization, existence and good standing of the Borrower, the authorization Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and any other legal matters relating whose relative percentage of the total amount of the Commitments shall be reduced as a result of such Commitment Increase; and (3) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, effect of any borrowings made on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Effective Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such the Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16).
Appears in 1 contract
Sources: Credit Agreement (Apache Corp)
Increase in Commitments. (a) Following the Effective DateThe Borrower may, the Borrower may at any time and from time to time time, on any Business Day prior to the Revolving Credit Termination Date or Term Credit Maturity Date, as applicable, increase the Multi-Year Facility aggregate amount of the Revolving Credit Commitments or establish one or more new term loan commitments (each any such increase being a new term loan commitment, an “Commitment IncreaseIncremental Term Loan Commitment”), respectively, by notice to delivering a commitment amount increase or incremental term loan request, as applicable, substantially in the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any form attached hereto as Exhibit H or in such other Person(s) selected by the Borrower and reasonably form acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and Business Days prior to the Multi-Year Facility desired effective date of such increase (the “Revolving Credit Commitment Termination DateAmount Increase”) or new term loan, as applicable, identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment or Incremental Term Loan Commitment (or additional amount of its Revolving Credit Commitment); provided that:
provided, however, that (i) the minimum aggregate amount of each Commitment Increase increases in the Revolving Credit Commitments and new Incremental Term Loan Commitments shall not be increased by an amount in excess of $10,000,000;
100,000,000, (ii) immediately after giving effect to such any Revolving Credit Commitment IncreaseAmount Increase or new Incremental Term Loan Commitment, the Multi-Year Facility Commitments hereunder as applicable, shall be in an amount not exceed less than $850,000,000;
10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on such at the time of the request or the effective date of the Revolving Credit Commitment Amount Increase Date or shall result from the Commitment Increase; and
individual Incremental Term Loan Commitment, as applicable, and (iv) the all representations and warranties contained in Article III Section 6 hereof shall be true and correct in all material respects on and as of where not already qualified by materiality or Material Adverse Effect, otherwise in all respects at the Commitment Increase Date as if made on and as time of such request and on the effective date of such Revolving Credit Commitment Amount Increase or of any new Incremental Term Loan Commitment (or, if any except to the extent such representation representations and warranty is expressly stated warranties relate to have been made as of a specific an earlier date, such representation and warranty shall be in which case they are true and correct in all material respects on and where not already qualified by materiality or Material Adverse Effect, otherwise in all respects as of such specific date). Notwithstanding The effective date of the foregoing, nothing herein shall constitute an agreement Revolving Credit Commitment Amount Increase or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility new Incremental Term Loan Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender applicable, shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) the related commitment amount increase or new incremental term loan request. Upon the effectiveness of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowera Revolving Credit Commitment Amount Increase, the authorization of the Commitment Increase and any other legal matters relating new Revolving Lender(s) (or, if applicable, existing Revolving Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to advance each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Revolving Lender shall have delivered outstanding its Percentage of Revolving Loans. In connection with any Revolving Credit Commitment Amount Increase, to the extent any Revolving Loans are repaid to an existing Revolving Lender in connection with the rebalancing of the outstanding Revolving Loans, the Borrower shall pay any amounts owing to such Lenders pursuant to Section 1.11 hereof (unless any Lender owed any such amount waives such amount due by notice to the Administrative Agent). The Revolving Credit Commitments may not be increased if the Borrower has previously terminated any portion of the Revolving Credit Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to out-of-pocket expenses of the Administrative Agent relating to any Revolving Credit Commitment Amount Increase or Incremental Term Loan Commitment and arrangement fees related thereto as to its increased Commitment, with a copy of such confirmation agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the Borrower.
contrary, (cx) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under shall have any obligation to increase its Revolving Credit Commitment hereunder. Upon or to provide any Incremental Term Loan Commitment and no Revolving Lender’s Revolving Credit Commitment shall be increased and no Lender will be required to provide an Incremental Term Loan Commitment without its receipt of consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or to provide an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption AgreementIncremental Term Loan Commitment, (y) record the information contained therein in the Register such declining Lender shall have no consent right with respect to such Revolving Credit Commitment Amount Increase or such Incremental Term Loan Commitment, as applicable, and (z) give prompt notice thereof any new Lender shall be acceptable to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion consent of the Administrative Agent after consultation would be required in connection with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal assignment to such prepayment and (iii) pay to the Lenders the amounts, if any, payable new Lender under Section 2.1612.12(a)(iii) hereof) with such consent not to be unreasonably withheld or delayed. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect any Revolving Credit Commitment Amount Increase and any Incremental Term Loan Commitment, as applicable. Subject to Section 7.1 hereof, on the effective date of any new Incremental Term Loan Commitments, any new or existing Lender with an Incremental Term Loan Commitment shall advance in a single Borrowing an Incremental Term Loan in the amount of its new Incremental Term Loan Commitment. The Borrower shall deliver or cause to be delivered any documents reasonably requested by the Administrative Agent in connection with any such transaction and consistent with Section 7.2 hereof.
Appears in 1 contract
Sources: Credit Agreement (Monmouth Real Estate Investment Corp)
Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is 30 days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such increase proposed increased being a “"Commitment Increase”"), either by notice to having a Lender increase its Commitment then in effect (each an "Increasing Lender") or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an "Assuming Lender"), in each case with the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “"Commitment Increase Date”"), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000;
300,000,000; (iii) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and
and (iv) the representations and warranties contained in Article III 5 (other than in Section 5.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that:
: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.20(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption a written agreement in substantially among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a "Joinder Agreement"); and
and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant On each Commitment Increase Date upon such time as the applicable conditions set forth in Section 2.20(a) and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.2.20
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) Following the Effective DateThe Borrower may, the Borrower may at any time and from time to time increase time, on any Business Day prior to the Multi-Year Facility Commitments date that is six (each such increase being a “Commitment Increase”)6) months prior to the Termination Date, by notice to with the written consent of the Administrative Agent specifying (such consent not to be unreasonably withheld, conditioned or delayed), increase the existing Lender(s) (aggregate amount of the “Increasing Lender(s)”) and/or any Commitments by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other Person(s) selected by the Borrower and reasonably form acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery Business Days (or such shorter period of such notice and time as the Administrative Agent may reasonably consent) prior to the Multi-Year Facility desired effective date of such increase (the “Commitment Termination DateAmount Increase”) identifying one or more additional Lenders (or additional Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Commitment (or additional amount of its Commitment(s)); provided that:
provided, however, that (i) the minimum aggregate amount of each the Commitments shall not be increased by an amount in excess of $250,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from at the time of the effective date of the Commitment Amount Increase; and
, and (iv) the all representations and warranties contained in Article III Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on and as of the Commitment Increase Date as if made on and as effective date of such date Commitment Amount Increase (or, if any except to the extent such representation representations and warranty is expressly stated warranties relate to have been made as of a specific an earlier date, such representation and warranty shall be in which case they are true and correct in all material respects on and (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such specific earlier date). Notwithstanding The effective date of the foregoing, nothing herein Commitment Amount Increase shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase be as set forth in the Multi-Year Facility Commitmentrelated commitment amount increase request. Upon the effectiveness thereof, which agreement or commitment may only be made at a future date the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after the applicable Lenders secure any required credit approvals.
(b) Any Assuming giving effect to its advance each Lender shall become a Lender hereunder as have outstanding its Percentage of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender Loans. It shall be increased as of a condition to such Commitment Increase Date; provided that:
effectiveness that (i) if any Eurodollar Loans are outstanding on the Administrative Agent date of such effectiveness, such Eurodollar Loans shall have received on or prior be deemed to 10:00 a.m., New York City time, be prepaid on such Commitment Increase Date (A) a certificate of a duly authorized officer of date and the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating shall pay any amounts owing to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating Lenders pursuant to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register Section 1.11 hereof and (ii) give prompt notice thereof the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaidcontrary, (x) no Lender will be under shall have any obligation to increase its Commitment hereunder. Upon and no Lender’s Commitment shall be increased without its receipt of an Assumption Agreement executed by an Assuming Lenderconsent thereto, together with the certificates referred and each Lender may at its option, unconditionally and without cause, decline to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreementincrease its Commitment, (y) record the information contained therein in the Register such declining Lender shall have no consent right with respect to such Commitment Amount Increase, and (z) give prompt notice thereof any new Lender shall be acceptable to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior (to the relevant Commitment Increase Date and extent the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, consent of the Administrative Agent would be required in connection with an assignment to such new Lender under Section 12.12(a)(iii) hereof) with such consent not to be unreasonably withheld or delayed. Upon the effectiveness thereof, Schedule 1 shall notify be deemed amended to reflect the Lenders Commitment Amount Increase and the new Lender (including any Assuming Lendersor, if applicable, existing Lender) of the occurrence of shall advance Loans in an amount sufficient such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (that after giving effect to such Commitment Increase) or as otherwise deemed advisable in its Loans each Lender shall have outstanding its Percentage of all Loans outstanding under the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16Commitments.
Appears in 1 contract
Increase in Commitments. (a) Following Subject to the Effective Dateterms and conditions set forth herein, Apache shall have the Borrower may at any time and right to cause from time to time an increase in the Multi-Year Facility Commitments of the Lenders by up to GBP175,000,000 in the aggregate (each such increase being a “Commitment Increase”), ) by notice adding to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Borrower and reasonably acceptable to the Administrative Agent (the which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase DateCI Lender”); provided, which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
however that (i) at the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately time of, and after giving effect to such to, the Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on which is continuing, (ii) no such Commitment Increase Date shall cause the total amount of the Commitments to exceed GBP1,075,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall result from the Commitment Increase; and
be increased without such Lender’s or such Issuing Bank’s, as applicable, prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and absolute discretion), (iv) if, on the representations and warranties contained in Article III effective date of such increase, any Loans have been funded, then Borrower shall be true obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and correct in all material respects on and as (v) each CI Lender shall execute a Notice of the Commitment Increase Date as if made on and as of deliver such date (or, if any such representation and warranty is expressly stated executed notice to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalsAgent.
(b) Any Assuming Lender Commitment Increase must be requested by written notice from Apache to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit G attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall become a Lender hereunder be effective on the proposed effective date set forth in such notice (not less than five (5) Business Days after receipt by the Administrative Agent) or on another date agreed to by the Administrative Agent and Apache (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such Commitment Increase Date and date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Commitment of any Increasing Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender and any such Assuming Lender shall be increased as of to Borrower pursuant to this Agreement on such Commitment Increase Effective Date; provided that:, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) Each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate record in its records the CI Lender’s information as provided in the Notice of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating pursuant to the Borrower, this Agreement or the Commitment Increase, all an Administrative Questionnaire in form and substance satisfactory to the Administrative Agent that shall be executed and its counsel;
(ii) with respect to delivered by each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming CI Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitmenton or before the Commitment Increase Effective Date, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof Schedule 2.1 hereof shall be amended and restated to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the set forth all Lenders (including any Assuming CI Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the that will be Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (hereunder after giving effect to such Commitment Increase (which shall be set forth in Annex I to the applicable Notice of Commitment Increase) or as otherwise deemed advisable in the sole discretion of and the Administrative Agent after consultation with the Borrowershall distribute to each Lender (including each CI Lender) a copy of such amended and restated Schedule 2.1, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to each CI Lender identified on the Lenders the amounts, if any, payable Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under Section 2.16this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Apache Corp)
Increase in Commitments. (a) Following The US Borrower shall have the Effective Dateright (in consultation with the Administrative Agent), without the Borrower may at consent of any time and of the Lenders, to cause from time to time an increase in the Multi-Year Facility Aggregate Commitments (each such increase being by adding to this Agreement one or more additional Eligible Assignees to become Lenders pursuant to a “Commitment Increase”), by notice joinder agreement in form and substance reasonably satisfactory to the Administrative Agent specifying and its counsel or by allowing one or more Lenders to increase their respective Commitments, provided, however, (i) no Default shall exist, (ii) no such increase shall result in the existing Lender(sAggregate Commitments exceeding US$2,500,000,000, (iii) no such increase shall be in an amount less than US$50,000,000, and (iv) no Lender’s Commitment shall be increased without such Lender’s consent.
(b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the US Borrower shall determine the effective date (the “Increasing Lender(s)Increase Effective Date”) and/or any other Person(s) selected by and the final allocation of such increase. The Administrative Agent shall promptly notify the US Borrower and reasonably acceptable the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the US Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (the “Assuming Lender(s)”in sufficient copies for each Lender) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be signed by a Business Day at least five (5) days after delivery Responsible Officer of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
Loan Party (i) certifying and attaching the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
resolutions (or governing board minutes) adopted by such Loan Party approving or consenting to such increase, and (ii) immediately in the case of each Borrower, certifying that, before and after giving effect to such Commitment Increaseincrease, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and
(ivA) the representations and warranties contained in Article III shall be VII and the other Loan Documents made by it are true and correct in all material respects on and as of the Commitment Increase Date as if made on Effective Date, except to the extent that such representations and as of such date (or, if any such representation and warranty is expressly stated warranties specifically refer to have been made as of a specific an earlier date, such representation and warranty shall be in which case they are true and correct in all material respects on and as of such specific earlier date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as no Default exists. The US Borrower shall prepay any US Committed Loans outstanding on the Administrative Agent or its counsel may reasonably request relating Increase Effective Date (and pay any additional amounts required pursuant to Section 5.05) to the organization, existence extent necessary to keep the outstanding US Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the US Commitments under this Section. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it and good standing of outstanding on the Borrower, the authorization of the Commitment Increase Effective Date (and pay any other legal matters relating additional amounts required pursuant to Section 5.05) to the Borrower, extent necessary to keep the outstanding Canadian Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Canadian Commitments under this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the BorrowerSection.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to This Section shall supersede any provisions in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof Sections 4.06 or 12.01 to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrowercontrary.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.
Appears in 1 contract
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by written notice to the Administrative Agent specifying the existing Lender(s) elect to seek commitments (the “Increasing Lender(s)Additional Commitments”) and/or any other Person(s) selected by to increase the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination DateCommitments; provided that:
(i) the minimum aggregate amount of each Commitment Increase all Additional Commitments shall be not exceed $10,000,000200,000,000;
(ii) immediately after giving effect to any such Commitment Increase, increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000limit set forth in the preceding clause (i);
(iii) no Event of Default the Additional Commitments shall be on the same terms as the outstanding Commitments immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have occurred a higher Applicable Rate than the outstanding Commitments immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and be continuing (y) the Borrower may pay upfront fees on such Commitment Increase the Additional Commitments Effective Date or shall result from to the Commitment IncreaseLenders providing Additional Commitments; and
(iv) the representations and warranties contained in Article III no existing Lender shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if required to provide any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalsAdditional Commitments.
(b) Any Assuming Lender Each such notice shall become a Lender hereunder as of such Commitment Increase Date and specify (x) the Commitment of any Increasing Lender and any such Assuming Lender date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent effective, which shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) be a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may date reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory acceptable to the Administrative Agent and its counsel;
(iiy) with respect the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each Assuming Lendersuch Person. As a condition precedent to the effectiveness of any Additional Commitments, the Administrative Agent Borrower shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to its increased Commitment, with a copy of such confirmation any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the Borrowerextent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such Additional Commitments shall make such Loans in accordance with Section 2.01.
(c) Upon its receipt The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Additional Commitments (and the other Persons specified in the definition of confirmation from a Lender that it is increasing its Commitment hereunderAdditional Credit Extension Amendment but no other existing Lender), together with and the certificates referred Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in clause (b)(i) above, the reasonable opinion of the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation , to effect the provisions of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrowerthis Section 2.14.
(d) In the event that the Administrative Agent This Section 2.14 shall have received notice from the Borrower as to supersede any agreement with respect to a Commitment Increase on provisions in Section 2.13 or prior Section 10.01 to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16contrary.
Appears in 1 contract
Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is 30 days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such increase proposed increased being a “"Commitment Increase”"), either by notice to having a Lender increase its Commitment then in effect (each an "Increasing Lender") or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an "Assuming Lender"), in each case with the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “"Commitment Increase Date”"), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000;
200,000,000; (iii) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and
and (iv) the representations and warranties contained in Article III 5 (other than in Section 5.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that:
: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.20(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption a written agreement in substantially among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a "Joinder Agreement"); and
and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant On each Commitment Increase Date upon such time as the applicable conditions set forth in Section 2.20(a) and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.2.20
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) Following the Effective Date, the Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent Agent, the Swingline Lender and the Issuing Banks (the “Assuming Lender(s)”; provided that no Ineligible Institution may be an Assuming Lender) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Maturity Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility aggregate Commitments hereunder shall not exceed $850,000,0001,800,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and
(iv) the representations and warranties contained in Article III shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and Borrower, the Administrative Agent, the Swingline Lender and the Issuing Banks; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender▇▇▇▇▇▇’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in fullfull and pay all accrued interest on the amount prepaid, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.
(e) In connection with any Commitment Increase pursuant to this Section 2.09, any Assuming Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Assuming Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Increase in Commitments. (a) Following the Effective Date, the The Parent Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and additional lenders reasonably acceptable satisfactory to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each proposed Commitment Increase shall be $10,000,0005,000,000 in the case of an Assuming Lender or an Increasing Lender;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,0001,000,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Parent Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B C (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Parent Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Parent Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Parent Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BC, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Parent Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Parent Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, relevant Borrowers shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
Increase in Commitments. (a1) Following From time to time on or after the Effective Date, the Borrower may at any time and from time Borrowers shall have the right to time (i) increase the Multi-Year Facility aggregate Commitments (each such increase being a “Commitment Increase”), under the Revolving Facilities by notice an additional amount equal to Cdn.$7,500,000 or the Administrative Agent specifying the existing Lender(s) Equivalent Amount in US$ (the “Increasing Lender(s)Increased Amount”) and/or any other Person(s) selected by securing increased Commitments from one or more Lender Groups already party to this Agreement or by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery addition of such notice and prior to the Multi-Year Facility Commitment Termination Dateone or more Lender Groups under this Agreement; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
or (ii) immediately after giving effect to such Commitment Increaseincrease the LC Facility Amount by the Increased Amount by securing increased Commitments from the LC Lender or by the addition of one or more LC Lenders under this Agreement. For greater certainty, the Multi-Year Facility Commitments hereunder a Lender Group or LC Lender shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and
(iv) the representations and warranties contained in Article III shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunderand may elect to increase its Commitment at the Lender Group’s or the LC Lender’s sole discretion. Upon its receipt Any such increase in the aggregate Commitments under the Credit Facilities (or any one of them) shall be subject to the following conditions:
(a) a Borrower shall deliver to the Agent an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement officer’s certificate certifying that no Event of Default or Pending Event of Default has been completed occurred and is continuing or will occur by the Borrowers increasing the aggregate Commitments under the Credit Facilities;
(b) the Agent, acting reasonably, shall have consented to the identity of any Lender Group or LC Lender who is not already a party to this Agreement;
(c) the Borrowers shall cause to be delivered to the Agent an instrument in substantially the form of Exhibit Bwriting from each Lender Group or LC Lender which is agreeing to such increased Commitments, (x) accept such Assumption Agreementeither confirming their increased Commitments, (y) record the information contained therein in the Register and (z) give prompt notice thereof case of each Lender Group or LC Lender which is already a Lender Group or LC Lender hereunder, or agreeing to be bound by the Borrower.terms of this Agreement as Lenders, in the case of each Lender Group or LC Lender which is not at the time a Lender Group or LC Lender hereunder; and
(d) In subject to Section 2.10(3), each Lender Group’s Proportionate Share of Commitments under the event that Revolving Facilities shall be the Administrative same in each of the Canadian Revolving Facility and the US Revolving Facility following such increase in the aggregate Commitments.
(2) Upon its confirmation of the satisfaction of the foregoing conditions, the Agent will forthwith prepare and deliver to the Borrowers, each Lender Group and LC Lender a new Schedule A, setting forth the new Maximum Facility Amount and the Commitments of the Lenders under the Credit Facilities, as so increased. Such new Schedule A, and the revised Commitments of the Lenders set forth therein, will become effective the next Business Day following delivery by the Agent thereof to the Borrowers and the Lenders. On such date, the Borrowers shall have received notice obtain Advances from the Borrower Lenders in such amounts and in such proportions as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent are necessary to ensure that following such Advances, the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion Proportionate Share of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow Advances made by each Lender Group or LC Lender equals its Proportionate Share on such new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.Schedule A.
Appears in 1 contract
Increase in Commitments. (a) Following The Borrower may, on any Business Day prior to the Effective Maturity Date, the Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each aggregate outstanding principal amount of the Term Loans by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit G or in such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and form reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and Business Days prior to the Multi-Year Facility desired effective date of such increase (the “Commitment Termination DateAmount Increase”) identifying any additional Lender(s) (or additional Term Loans for existing Lender(s)) and the amount of its Term Loans (or additional amount of its Term Loans); provided that:
provided, however, that (i) the minimum aggregate amount of each Commitment Increase any increase shall be in an amount not less than $10,000,000;
25,000,000 and in the aggregate for all such increases not greater than $150,000,000, (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date at the time of the request or shall result from the effective date of the Commitment Amount Increase; and
, (iviii) the all representations and warranties contained in Article III Section 5 hereof shall be true and correct in all material respects on and as of at the Commitment Increase Date as if made on and as time of such date request (or, if any except to the extent such representation and or warranty is expressly stated limited to have been made as of a specific an earlier date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding ) and on the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future effective date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date Amount Increase, (iv) prior to approaching new lenders, the Borrower shall offer to Lenders the option to increase their respective outstanding Term Loans, (v) after giving effect to the increase in outstanding Term Loans, the Borrower is in compliance with Sections 7.6, 7.7 and the Commitment of any Increasing Lender 7.8 hereof, on a pro forma basis, and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(ivi) the Administrative Agent shall have received on consent in writing (which consent shall not be unreasonably withheld or prior delayed) to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions any increase pursuant to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization 1.6. The effective date of the Commitment Amount Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to be agreed upon by the Borrower and the Administrative Agent; and
. Upon the effectiveness thereof, the new Lender(s) (iiior, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Increasing Lender shall have delivered outstanding its applicable Percentage of Loans. It shall be a condition to the Administrative Agent, such effectiveness that if any Eurodollar Loans are outstanding on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increaseeffectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall, shall pay any amounts owing to the extent necessary Lenders pursuant to ensure Section 2.2 hereof. The Borrower agrees to pay the Loans are held ratably by the Lenders in accordance with the respective Multireasonable out-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of-pocket expenses of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal relating to such prepayment and (iii) pay any Commitment Amount Increase. Notwithstanding anything herein to the Lenders the amountscontrary, if anyno Lender shall have any obligation to advance additional Term Loans, payable and each Lender may at its option, unconditionally and without cause, decline to advance additional Term Loans. Any additional Term Loan advanced under this Section 2.161.7 shall be “Term Loans” for all purposes of this Agreement.
Appears in 1 contract
Increase in Commitments. (a) Following Subject to the Effective Dateterms and conditions set forth herein, the Borrower may at any time shall have the right, with the consent of the Administrative Agent and the Issuing Banks (such consent not to be unreasonably withheld or delayed), to cause from time to time an increase in the Multi-Year Facility Total Commitments (each such increase being a “Commitment Increase”), ) by notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent specifying and the existing Lender(s) Issuing Banks (the each a “Increasing Lender(s)CI Lender”) and/or any other Person(s) selected or by the Borrower and reasonably acceptable allowing one or more existing Lenders to the Administrative Agent (the “Assuming Lender(s)”) increase their respective Commitments; provided, however, that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on which is continuing, (ii) no such Commitment Increase Date shall cause the Total Commitments to exceed $1,500,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or shall result from the Commitment Increase; and
withheld in such Lender’s sole and absolute discretion) and (iv) if, on the representations and warranties contained in Article III effective date of such increase, any Loans have been funded, then the Borrower shall be true and correct obligated to pay any breakage fees or costs in all material respects on and as of connection with the Commitment Increase Date as if made on and as reallocation of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct outstanding Loans in all material respects on and as of such specific dateaccordance with Section 2.9(c). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 hereto. The Administrative Agent shall become give prompt notice to each Issuing Bank of its receipt of a Lender hereunder Notice of Commitment Increase. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such Commitment Increase Date and date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Commitment of any Increasing Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender and any such Assuming Lender shall be increased as of to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date; provided that:
, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.3, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section, the following defined terms shall have received on the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Total Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to 10:00 a.m.giving effect to the Commitment Increase, New York City timeif any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Date Effective Date); (A2) a certificate of a duly authorized officer of “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates that does not increase its respective Commitment as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization a result of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) whose relative percentage of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Total Commitments of such Lenders (shall be reduced after giving effect to such Commitment Increase; and (3) or as otherwise deemed advisable in “Reduction Amount” means the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay without regard to the Lenders effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the amounts, if any, payable under Section 2.16Commitment Increase).
Appears in 1 contract
Sources: Credit Agreement (Cimarex Energy Co)
Increase in Commitments. (a) Following the Effective Date, the Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent Agent, the Swingline Lender and the Issuing Banks (the “Assuming Lender(s)”; provided that no Ineligible Institution may be an Assuming Lender) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Maturity Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,0001,250,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and
(iv) the representations and warranties contained in Article III shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and Borrower, the Administrative Agent, the Swingline Lender and the Issuing Banks; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender▇▇▇▇▇▇’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in fullfull and pay all accrued interest on the amount prepaid, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.
(e) In connection with any Commitment Increase pursuant to this Section 2.09, any Assuming Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Assuming Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.
Appears in 1 contract
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by 10 Business Days’ written notice to the Administrative Agent specifying request, on one or more occasions, the existing Lender(sestablishment of one or more increased or new Commitments (each, an “Incremental Commitment”). Each such notice shall specify (i) the date (the each, an “Increasing Lender(s)Increase Effective Date”) and/or any other Person(s) selected by on which Borrower proposes that the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such increase notice is delivered to be effective the Administrative Agent and (ii) the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery identity of each Eligible Assignee to whom Borrower proposes any portion of such notice increased or new Commitments be allocated and prior the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Multi-Year Facility Commitment Termination increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.
(b) The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the Commitment Increase; andborrowings to be made on the Increase Effective Date;
(ivii) on the representations and warranties contained in Article III Increase Effective Date, after giving effect to the making of any Loans pursuant to the Incremental Commitments (each such Loan an, “Incremental Loan”), Borrower shall be true and correct in all material respects on and pro forma compliance with the covenant set forth in Section 7.12(a) as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.most recently completed Quarterly Testing Date;
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(iiii) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all an Incremental Amendment in form and substance reasonably satisfactory to the Administrative Agent and its counselconsistent with the provisions of this Section 2.12 (which, notwithstanding anything in Section 10.01 to the contrary, shall not require the consent of any Lender other than the Lenders providing the Incremental Commitments); and
(iv) all fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders shall have been paid.
(c) The terms and provisions of the Incremental Loans shall be as follows:
(i) the covenants, representations and warranties and events of default applicable to any Incremental Loans shall be substantially similar to those applicable to the then outstanding loans under this Agreement (except for covenants and other provisions applicable only to the periods after the latest Maturity Date then in effect); provided, that this clause (i) shall not apply to covenants, representations and warranties and events of default which are more favorable to the lenders providing the Incremental Loans than the Lenders if, simultaneously with the effectiveness of such Incremental Loans, this Agreement is amended in such a manner as shall make the applicable provisions thereof similarly more favorable to the Lenders;
(ii) with respect the weighted average life to each Assuming Lender, maturity of any Incremental Loans shall be no shorter than the Administrative Agent shall have received, on or prior weighted average life to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially maturity of the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agentexisting Loans; and
(iii) each Increasing Lender the maturity date of any Incremental Loans shall have delivered not be earlier than the latest Maturity Date then in effect, and after giving effect to the Administrative Agentincurrence of such Incremental Loans, on no more than four Maturity Dates may be in effect hereunder. Notwithstanding Section 10.01 or prior anything in this Agreement or any other Loan Document to 10:00 a.m.the contrary, New York City timethe Incremental Amendment may, on without the consent of any other Lenders, effect such Commitment Increase Dateamendments to this Agreement and the other Loan Documents as may be necessary, confirmation in writing reasonably satisfactory to the reasonable opinion of the Administrative Agent as to its increased Commitment, with a copy of such confirmation to and the Borrower.
(c) Upon its receipt , to effect the provisions of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrowerthis Section 2.12.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to On any agreement with respect to a Commitment Increase Effective Date on or prior which Incremental Commitments for Incremental Loans are effective, subject to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) satisfaction of the occurrence foregoing terms and conditions, each Lender of such Incremental Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the shall make an Incremental Loan to Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment its Incremental Commitment.
(e) The Loans and (iii) pay Commitments established pursuant to this Section shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranty and security interests created by the Collateral Documents. The Restricted Persons shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the Lenders establishment of any such Loans and Commitments substantially similar to those applicable to the amounts, if any, payable under Section 2.16then outstanding Loans.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Increase in Commitments. (a) Following At any time prior to the Effective Business Day immediately preceding the Maturity Date, the Borrower may at any time shall have the right, in consultation and from time coordination with the Agent, to time increase request (by written notice to the Multi-Year Facility Agent), (i) one or more increases in the amount of the Term Loan Commitments (each such increase being increase, “Term Loan Commitment Increase”) or (ii) one or more increases in the amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:;
(i) at the minimum aggregate amount time of each any such request and upon the effectiveness of any Incremental Amendment referred to below and the date that such Term Loan Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such or Revolving Commitment IncreaseIncrease becomes effective, as the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) case may be, no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the Commitment Increase; andtherefrom;
(ivii) the all representations and warranties contained in Article III this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date that such Term Loan Commitment Increase Date or Revolving Commitment Increase becomes effective, as if made the case may be (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such date (ordate, if except that any such representation and warranty which by its terms is expressly stated to have been made as of a specific date, such representation and warranty specified date shall be required to be true and correct in all material respects on and only as of such specific specified date). Notwithstanding the foregoing, nothing herein ;
(iii) no Revolving Commitment Increase shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date available after the applicable Lenders secure any required credit approvalsInitial Revolving Maturity Date;
(iv) the Borrower shall be in pro forma compliance with the covenants in Section 6.12;
(v) each Term Loan Commitment Increase and/or each Revolving Commitment Increase shall be in a combined minimum principal amount of $5,000,000;
(vi) the aggregate amount of all Term Loan Commitment Increases and Revolving Commitment Increases made available pursuant to this Section 2.15 shall not exceed $295,000,000; and
(vii) the Borrower shall have delivered to the Agent a certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of each of the preceding clauses (i) - (vi).
(b) Any Assuming Lender Each notice from Borrower pursuant to this Section 2.15 shall become a Lender hereunder as set forth the requested amount and proposed terms of such the relevant Term Loan Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Revolving Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon Term Loan Commitment Increases and Revolving Commitment Increases may be provided, by any existing Lender or by any other Eligible Assignee (any such other bank or other financial institution being called an “Additional Lender”), provided that no existing Lender shall be obligated to provide any Term Loan Commitment Increase or Revolving Commitment Increases, unless it so agrees in its receipt sole discretion. Commitments in respect of confirmation from a Lender that it is increasing its Term Loan Commitment hereunder, together with the certificates referred to in clause Increases and Revolving Commitment Increases shall become Commitments (b)(i) above, the Administrative Agent shall (i) record the information contained therein or in the Register and (ii) give prompt notice thereof case to the Borrower; be provided that absent by an existing Lender, an increase in such Lender’s confirmation of such a Commitment Increase applicable Commitment) under this Agreement pursuant to an amendment (each, an “Incremental Amendment”) to this Agreement and, as aforesaidappropriate, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement the other Loan Documents, executed by an Assuming the Borrower, each existing Lender agreeing to provide such Commitment, if any, each Additional Lender, together with if any, and the certificates referred Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to in clause (b)(i) abovethis Agreement and the other Credit Documents as may be necessary or appropriate, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register reasonable opinion of the Agent and (z) give prompt notice thereof to the Borrower, to effect the provisions of this Section 2.15.
(d) In The effectiveness of any Incremental Amendment shall be subject to (i) the event delivery of an acknowledgement in form and substance reasonably satisfactory to the Agent and executed by each Guarantor acknowledging that such Term Loan Commitment Increases or Revolving Commitment Increases shall constitute (and be included in the definition of) “Obligations” under each Guaranty of such Guarantor and (ii) the delivery by the Credit Parties of such technical amendments, modifications and/or supplements to the respective Loan Documents as are reasonably requested by the Administrative Agent shall have received notice from to ensure that the Borrower as to any agreement with respect to a Incremental Term Loans and the Revolving Commitment Increase on or prior Increases (and related Obligations) and are entitled to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Datebenefits of, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16relevant Loan Documents.
Appears in 1 contract
Increase in Commitments. (a) Following The Borrower may, by written notice to the Effective Agent from time to time, request Incremental Revolving Credit Commitments and/or Other Revolving Credit Commitments in an aggregate amount not to exceed the Incremental Revolving Credit Amount from one or more Incremental Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided that (i) each Incremental Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent and each Issuing Bank (which approvalapprovals shall not be unreasonably withheld) and (ii) in no event shall any Incremental Revolving Credit Commitments or Other Revolving Credit Commitments become effective if (x) prior to the Restructuring Date, the Borrower effectiveness of such commitments would cause the aggregate amount of Revolving Credit Commitments and Other Revolving Credit Commitments to exceed the principal amount of the Loans guaranteed by the Parent Guarantor pursuant to the Parent Guaranty and (y) the Agent has not received customary legal opinions, board resolutions and other customary closing certificates and closing documentation as required by the relevant Incremental Revolving Credit Assumption Agreement and, to the extent required by the Agent or any Issuing Bank, consistent with those required to be delivered in connection with a Borrowing pursuant to Section 4.01 if prior to the Restructuring Date or Section 4.03 if on or after the Restructuring Date, and such additional customary documents and filings as the Agent or any Issuing Bank may at any time reasonably require. Such notice shall set forth (i) the amount of the Incremental Revolving Credit Commitments or Other Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and from time a minimum amount of $10,000,000 or equal to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”remaining Incremental Revolving Credit Amount), by notice to the Administrative Agent specifying the existing Lender(s(ii) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is Incremental Revolving Credit Commitments or Other Revolving Credit Commitments are requested to be become effective (which shall not be less than ten (10) Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agent) and (iii) whether the Borrower is requesting Incremental Revolving Credit Commitments or commitments to make revolving loans with terms different from the Revolving Loans (“Commitment Increase DateOther Revolving Loans”). Without limiting the foregoing, which shall be as a Business Day at least five (5) days after delivery of such notice and prior further condition precedent to the Multi-Year Facility effectiveness of any Incremental Revolving Credit Commitment Termination Date; provided and/or Other Revolving Credit Commitment, the Borrower shall deliver to the Agent a certificate of the Borrower dated as of the date on which such Incremental Revolving Credit Commitments or Other Revolving Credit Commitments are requested to become effective signed by a Financial Officer certifying that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately , before and after giving effect to such Incremental Revolving Credit Commitment Increaseand/or Other Revolving Credit Commitment, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and
(ivx) the representations and warranties contained set forth in Article III shall be hereof (other than (1) prior to the Restructuring Date, Section 3.04, Section 3.16 and Section 3.17, and (2) on or after the Restructuring Date, Section 3.04) and in each other Loan Document are true and correct in all material respects on and as of the Commitment Increase Date date thereof with the same effect as if though made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, except to the extent such representation representations and warranty warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such specific dateearlier date (provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Notwithstanding the foregoing, nothing herein shall and (y) no Event of Default, or event or condition that would constitute an agreement Event of Default but for the requirement that notice be given or commitment by the Administrative Agent time elapse or any Lender to any specific increase in the Multi-Year Facility Commitmentboth, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalshas occurred and is continuing.
(b) Any Assuming The Borrower may seek Incremental Revolving Credit Commitments and/or Other Revolving Credit Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and, subject to the approval of the Agent and each Issuing Bank (which approvalapprovals shall not be unreasonably withheld), additional banks, financial institutions and other institutional lenders who will become Incremental Lenders in connection therewith. The Borrower and each Incremental Lender shall become a Lender hereunder execute and deliver to the Agent an Incremental Revolving Credit Assumption Agreement and such other documentation as the Agent or any Issuing Bank shall reasonably specify to evidence the Incremental Revolving Credit Commitment or the Other Revolving Credit Commitments, as applicable, of such Commitment Increase Date and Incremental Lender. Each Incremental Revolving Credit Assumption Agreement shall specify the Commitment terms of any Increasing Lender and any such Assuming Lender shall the Incremental Revolving Loans or Other Revolving Loans to be increased as of such Commitment Increase Datemade thereunder; provided that:
, without the prior written consent of all Issuing Banks and all Lenders, (i) the Administrative Agent final maturity of any Other Revolving Loans shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase be no earlier than the Revolving Credit Maturity Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect prior to each Assuming Lenderthe Restructuring Date, the Administrative Agent aggregate amount of Revolving Credit Commitments and Other Revolving Credit Commitments shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially not at any time exceed the form principal amount of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to the Loans guaranteed by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered Parent Guarantor pursuant to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the BorrowerParent Guaranty.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together The Applicable Rate with respect to any Incremental Revolving Loans shall be the certificates referred same as the Applicable Rate for the existing Revolving Loans and the Applicable Rate with respect to in clause (b)(i) above, any Other Revolving Loans shall not be greater than the Administrative Agent shall (i) record Applicable Rate for the information contained therein in the Register and (ii) give prompt notice thereof to the Borrowerexisting Revolving Loans; provided that absent the Applicable Rate of the existing Revolving Loans may be increased (but may not be decreased) to equal the Applicable Rate for such Lender’s confirmation Incremental Revolving Loans or such Other Revolving Loans to satisfy the requirements of this paragraph (c). The other terms of any Incremental Revolving Loans shall be the same as the terms of the other Revolving Loans. The other terms of any Other Revolving Loans and the Incremental Revolving Credit Assumption Agreement in respect thereof, to the extent not consistent with the terms applicable to the Revolving Loans hereunder, shall otherwise be reasonably satisfactory to the Agent and, to the extent that such Incremental Revolving Credit Assumption Agreement contains any covenants, events of default, representations or warranties or other rights or provisions that place greater restrictions on the Borrower or are more favorable to the Lenders making such Other Revolving Loans, the existing Lenders shall be entitled to the benefit of such a Commitment Increase rights and provisions so long as aforesaid, no Lender will such Other Revolving Loans remain outstanding and such additional rights and provisions shall be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed deemed automatically incorporated by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption reference into this Agreement, (y) record mutatis mutandis, as if fully set forth herein, without any further action required on the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower part of any Person effective as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment IncreaseIncremental Revolving Credit Assumption Agreement. The Agent shall promptly notify each Issuing Bank and each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the Borrower shalleffectiveness of any Incremental Revolving Credit Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to ensure reflect the Loans are held ratably existence and terms of the Incremental Revolving Credit Commitments or Other Revolving Credit Commitments evidenced thereby as provided for in Section 9.02. Any such deemed amendment may be memorialized in writing by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation and each Issuing Bank with the Borrower, ’s consent (inot to be unreasonably withheld) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay furnished to the Lenders the amounts, if any, payable under Section 2.16other parties hereto.
Appears in 1 contract
Increase in Commitments. (a) Following the Effective DateSo long as no Event of Default has occurred and is continuing, the Borrower may may, at any time time, request that the Commitments hereunder be increased by an amount with the consent of the Administrative Agent in its sole discretion and from time subject to time increase the Multi-Year Facility Commitments any internal approvals (each such proposed increase being a “Commitment Increase”), by ) upon at least ten (10) days’ notice to the Administrative Agent specifying (who shall promptly notify the Lenders), which notice shall specify each existing Lender(s) Lender (the each an “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)Lender”) that shall have agreed to provide the an additional Commitment(s) Commitment and the date on which such increase is expected to be effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least five ten (510) days Business Days (or such lesser period as the Administrative Agent may reasonably agree) after delivery of such notice and at least fifteen (15) days prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility total Commitments of all of the Lenders hereunder shall not exceed $850,000,000100,000,000;
(iiiii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment IncreaseDate; and
(iviii) the representations and warranties contained in Article III Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all material respects respects) on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating Notwithstanding anything herein to the organizationcontrary, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing no Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon and no Lender’s Commitment shall be increased without its receipt of an Assumption Agreement executed by an Assuming Lenderconsent thereto, together with and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.
(c) On the certificates referred to in clause (b)(i) aboveCommitment Increase Date, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof subject to the Borrowersatisfaction of the foregoing terms and conditions, each addition Commitment shall be deemed, for all purposes, a Commitment and each Advance made thereunder (a “New Advance”) shall be deemed, for all purposes, an Advance. The terms and provisions of the New Advances shall be identical to the Advances.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to The effectiveness of any agreement with respect allocation of additional Commitments to a Commitment Increase on or Person who is not a Lender immediately prior to the relevant such Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, be subject to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion prior written consent of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) which consent may be conditioned on one or more conditions precedent in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16its sole discretion).
Appears in 1 contract
Sources: Loan and Security Agreement (Stepstone Private Credit Fund LLC)
Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such increase proposed increased being a “"Commitment Increase”"), either by notice to having a Lender increase its Commitment then in effect (each an "Increasing Lender") or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an "Assuming Lender"), in each case with the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “"Commitment Increase Date”"), which shall be a Business Day at least five three (53) days Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000;
450,000,000; (iii) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and
and (iv) the representations and warranties contained in Article III 5 (other than in Section 5.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that:
: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.20(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption agreement in substantially a Joinder Agreement among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent; and
and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its On each Commitment hereunder, together with Increase Date upon such time as the certificates referred to applicable conditions set forth in clause (b)(iSection 2.20(a) aboveand 2.20(b) have been satisfied, the Administrative Agent Borrower shall (i) record prepay the information contained therein then outstanding Advances (if any) in the Register and full prior to giving effect to such Commitment Increase, (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m.so request, New York City time, on such Commitment Increase Date, the Administrative Agent shall notify request new Advances from the Lenders (including any Assuming LendersLender) of the occurrence of in an aggregate amount at least equal to such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increaseprepayment, so that, after giving effect thereto, the Borrower shall, to the extent necessary to ensure the Loans Advances are held ratably by the Lenders in accordance with the their respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under any funding indemnification amounts required by Section 2.163.4.
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) Following Subject to the Effective Dateterms and conditions set forth herein, the Borrower may at any time and shall have the right, without the consent of the Lenders, the Administrative Agent or the Issuing Banks, to cause from time to time an increase in the Multi-Year Facility total amount of the Commitments (each such increase being a “Commitment Increase”), ) by notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent specifying and the existing Lender(s) Issuing Banks (the each a “Increasing Lender(s)CI Lender”) and/or any other Person(s) selected or by the Borrower and reasonably acceptable allowing one or more existing Lenders to the Administrative Agent (the “Assuming Lender(s)”) increase their respective Commitments; provided, however, that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on which is continuing, (ii) no such Commitment Increase Date shall cause the total amount of the Commitments to exceed $4,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or shall result from the Commitment Increase; and
withheld in such Lender’s sole and absolute discretion) and (iv) if, on the representations and warranties contained in Article III effective date of such increase, any Loans have been funded, then the Borrower shall be true and correct obligated to pay any breakage fees or costs in all material respects on and as of connection with the Commitment Increase Date as if made on and as reallocation of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalsoutstanding Loans.
(b) Any Assuming Lender Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 hereto. The Administrative Agent shall become give prompt notice to each Issuing Bank of its receipt of a Lender hereunder Notice of Commitment Increase. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”).
(c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such Commitment Increase Date and date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Commitment of any Increasing Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender and any such Assuming Lender shall be increased as of to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date; provided that:
, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.3, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans.
(d) For purposes of this Section, the following defined terms shall have received on the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the total amount of the Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to 10:00 a.m.giving effect to the Commitment Increase, New York City timeif any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Date Effective Date); (A2) a certificate of a duly authorized officer of “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates that does not increase its respective Commitment as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization a result of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) whose relative percentage of the occurrence total amount of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (shall be reduced after giving effect to such Commitment Increase; and (3) or as otherwise deemed advisable in “Reduction Amount” means the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay without regard to the Lenders effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the amounts, if any, payable under Section 2.16Commitment Increase).
Appears in 1 contract
Sources: Credit Agreement (Noble Energy Inc)
Increase in Commitments. (a) Following At any time prior to the Effective Business Day immediately preceding the Maturity Date, the Borrower may at any time shall have the right, in consultation and from time coordination with the Agent, to time increase request (by written notice to the Multi-Year Facility Agent), (i) one or more increases in the amount of the Term Loan Commitments (each such increase being increase, “Term Loan Commitment Increase”) or (ii) one or more increases in the amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:;
(i) at the minimum aggregate amount time of each any such request and upon the effectiveness of any Incremental Amendment referred to below and the date that such Term Loan Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such or Revolving Commitment IncreaseIncrease becomes effective, as the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) case may be, no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the Commitment Increase; andtherefrom;
(ivii) the all representations and warranties contained in Article III this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date that such Term Loan Commitment Increase Date or Revolving Commitment Increase becomes effective, as if made the case may be (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such date (ordate, if except that any such representation and warranty which by its terms is expressly stated to have been made as of a specific date, such representation and warranty specified date shall be required to be true and correct in all material respects on and only as of such specific specified date). Notwithstanding the foregoing, nothing herein ;
(iii) no Revolving Commitment Increase shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date available after the applicable Lenders secure any required credit approvalsInitial Revolving Maturity Date;
(iv) the Borrower shall be in pro forma compliance with the covenants in Section 6.12;
(v) each Term Loan Commitment Increase and/or each Revolving Commitment Increase shall be in a combined minimum principal amount of $5,000,000;
(vi) the aggregate amount of all Term Loan Commitment Increases and Revolving Commitment Increases made available pursuant to this Section 2.15 shall not exceed $310,000,000 for a total aggregate Term Loan Commitment Amount and Revolving Loan Commitment Amount of $825,000,000; and
(vii) the Borrower shall have delivered to the Agent a certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of each of the preceding clauses (i) - (vi).
(b) Any Assuming Lender Each notice from Borrower pursuant to this Section 2.15 shall become a Lender hereunder as set forth the requested amount and proposed terms of such the relevant Term Loan Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Revolving Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon Term Loan Commitment Increases and Revolving Commitment Increases may be provided, by any existing Lender or by any other Eligible Assignee (any such other bank or other financial institution being called an “Additional Lender”), provided that no existing Lender shall be obligated to provide any Term Loan Commitment Increase or Revolving Commitment Increases, unless it so agrees in its receipt sole discretion. Commitments in respect of confirmation from a Lender that it is increasing its Term Loan Commitment hereunder, together with the certificates referred to in clause Increases and Revolving Commitment Increases shall become Commitments (b)(i) above, the Administrative Agent shall (i) record the information contained therein or in the Register and (ii) give prompt notice thereof case to the Borrower; be provided that absent by an existing Lender, an increase in such Lender’s confirmation of such a Commitment Increase applicable Commitment) under this Agreement pursuant to an amendment (each, an “Incremental Amendment”) to this Agreement and, as aforesaidappropriate, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement the other Loan Documents, executed by an Assuming the Borrower, each existing Lender agreeing to provide such Commitment, if any, each Additional Lender, together with if any, and the certificates referred Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to in clause (b)(i) abovethis Agreement and the other Credit Documents as may be necessary or appropriate, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register reasonable opinion of the Agent and (z) give prompt notice thereof to the Borrower, to effect the provisions of this Section 2.15.
(d) In The effectiveness of any Incremental Amendment shall be subject to (i) the event delivery of an acknowledgement in form and substance reasonably satisfactory to the Agent and executed by each Guarantor acknowledging that such Term Loan Commitment Increases or Revolving Commitment Increases shall constitute (and be included in the definition of) “Obligations” under each Guaranty of such Guarantor and (ii) the delivery by the Credit Parties of such technical amendments, modifications and/or supplements to the respective Loan Documents as are reasonably requested by the Administrative Agent shall have received notice from to ensure that the Borrower as to any agreement with respect to a Incremental Term Loans and the Revolving Commitment Increase on or prior Increases (and related Obligations) and are entitled to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Datebenefits of, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16relevant Loan Documents.
Appears in 1 contract
Increase in Commitments. (a1) Following From time to time on or after the Effective Date, the Borrower may at any time and from time Borrowers shall have the right to time (i) increase the Multi-Year Facility aggregate Commitments (each such increase being a “Commitment Increase”), under the Revolving Facilities by notice an additional amount equal to Cdn.$17,500,000 or the Administrative Agent specifying the existing Lender(s) Equivalent Amount in US$ (the “Increasing Lender(s)Increased Amount”) and/or any other Person(s) selected by securing increased Commitments from one or more Lender Groups already party to this Agreement or by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery addition of such notice and prior to the Multi-Year Facility Commitment Termination Dateone or more Lender Groups under this Agreement; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
or (ii) immediately after giving effect to such Commitment Increaseincrease the LC Facility Amount by the Increased Amount by securing increased Commitments from the LC Lender or by the addition of one or more LC Lenders under this Agreement. For greater certainty, the Multi-Year Facility Commitments hereunder a Lender Group or LC Lender shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and
(iv) the representations and warranties contained in Article III shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunderand may elect to increase its Commitment at the Lender Group’s or the LC Lender’s sole discretion. Upon its receipt Any such increase in the aggregate Commitments under the Credit Facilities (or any one of them) shall be subject to the following conditions:
(a) a Borrower shall deliver to the Agent an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement officer’s certificate certifying that no Event of Default or Pending Event of Default has been completed occurred and is continuing or will occur by the Borrowers increasing the aggregate Commitments under the Credit Facilities;
(b) the Agent, acting reasonably, shall have consented to the identity of any Lender Group or LC Lender who is not already a party to this Agreement;
(c) the Borrowers shall cause to be delivered to the Agent an instrument in substantially the form of Exhibit Bwriting from each Lender Group or LC Lender which is agreeing to such increased Commitments, (x) accept such Assumption Agreementeither confirming their increased Commitments, (y) record the information contained therein in the Register and (z) give prompt notice thereof case of each Lender Group or LC Lender which is already a Lender Group or LC Lender hereunder, or agreeing to be bound by the Borrower.terms of this Agreement as Lenders, in the case of each Lender Group or LC Lender which is not at the time a Lender Group or LC Lender hereunder; and
(d) In subject to Section 2.10(3), each Lender Group’s Proportionate Share of Commitments under the event that Revolving Facilities shall be the Administrative same in each of the Canadian Revolving Facility and the US Revolving Facility following such increase in the aggregate Commitments.
(2) Upon its confirmation of the satisfaction of the foregoing conditions, the Agent will forthwith prepare and deliver to the Borrowers, each Lender Group and LC Lender a new Schedule A, setting forth the new Maximum Facility Amount and the Commitments of the Lenders under the Credit Facilities, as so increased. Such new Schedule A, and the revised Commitments of the Lenders set forth therein, will become effective the next Business Day following delivery by the Agent thereof to the Borrowers and the Lenders. On such date, the Borrowers shall have received notice obtain Advances from the Borrower Lenders in such amounts and in such proportions as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent are necessary to ensure that following such Advances, the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion Proportionate Share of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow Advances made by each Lender Group or LC Lender equals its Proportionate Share on such new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.Schedule A.
Appears in 1 contract
Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such increase proposed increased being a “Commitment Increase”), either by notice to the Administrative Agent specifying the existing Lender(s) having a Lender increase its Commitment then in effect (the each an “Increasing Lender(s)Lender”) and/or any other Person(s) selected or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five three (53) days Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000;
150,000,000; (iii) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and
and (iv) the representations and warranties contained in Article III 5 (other than in Section 5.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that:
: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.20(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption agreement in substantially a Joinder Agreement among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent; and
and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant On each Commitment Increase Date upon such time as the applicable conditions set forth in Section 2.20(a) and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.2.20
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent additional lenders (the “Assuming Lender(s)”) that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each proposed Commitment Increase shall be (A) $10,000,00010,000,000 in the case of an Assuming Lender and (B) $2,500,000 in the case of an Increasing Lender;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,000400,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B C (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BC, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.
Appears in 1 contract
Sources: Credit Agreement (Schein Henry Inc)
Increase in Commitments. (a) Following At any time prior to the Effective Business Day immediately preceding the Maturity Date, the Borrower Borrowers may at any time and from time to time increase effectuate one or more increases in the Multi-Year Facility US Commitments (each such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying designating one or more of the existing Lender(sLenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) and/or one or more other Eligible Assignees that at the time agree to increase its or their US Commitments and/or provide new US Commitments (the an “Increasing Lender(s)Lender”) and/or any or other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent Eligible Assignee (the an “Assuming Lender(s)Additional Lender”) that have agreed shall so select and, in the case of each such Additional Lender, to provide the additional Commitment(s) and the date on which such increase is become a party to be effective (the “Commitment Increase Date”)this Agreement as a Lender; provided, which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided however, that:
(i) the minimum aggregate amount of each such Commitment Increase shall be equal to at least $10,000,0005,000,000;
(ii) the aggregate amount of all such Commitment Increases shall not exceed $15,000,000;
(iii) no Default shall exist immediately prior to and after giving effect to any such Commitment Increase;
(iv) no Lender shall be required or otherwise obligated to provide any Commitment Increase or any portion thereof; and
(v) each such Commitment Increase shall have the same terms as the US Facility other than upfront fees, and customary arrangement, structuring, or underwriting fees, if any, payable to one or more arrangers (or their affiliates) of any such Commitment Increase. The Borrowers shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the US Administrative Agent and the Lenders. This Section 2.17 shall not be construed to create any obligation on the US Administrative Agent or any of the Lenders to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower.
(b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the US Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the US Administrative Agent signed by the Borrowers, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender, (B) an amendment to this 82 Agreement signed by the Borrowers, the Administrative Agents and such Increasing Lenders and Additional Lenders, as applicable, to amend the necessary provisions of this ARTICLE 2 to account for the terms of such Commitment Increase, and (C) such evidence of appropriate authorization on the part of the Borrowers with respect to such Commitment Increase and such customary legal opinions as the US Administrative Agent may reasonably request, (ii) the funding by each Increasing Lender and Additional Lender of the US Advances to be made by each such Lender to effect the reallocations required in clause (c) below, (iii) receipt by the US Administrative Agent of a certificate of an authorized officer of the US Borrower certifying that (A) both before and after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Event of Default shall have has occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and
is continuing, (ivB) the all representations and warranties contained made by the Borrowers in Article III shall be this Agreement are true and correct in all material respects on (except that such materiality qualifier shall not be applicable to any representations and as of warranties that already are qualified or modified by materiality in the Commitment Increase Date as if made on and as of such date (ortext thereof), if any unless such representation and or warranty is expressly stated relates to have been made as of a specific date, such representation and warranty shall be an earlier date which remains true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein earlier date (except that such materiality qualifier shall constitute an agreement or commitment by the Administrative Agent or any Lender not be applicable to any specific representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the Parent is in pro forma compliance with the covenants in Section 6.16, after giving pro forma effect to the making of any Advances in connection with the relevant increase in the Multi-Year Facility US Commitment, which agreement and (iv) receipt by the Increasing Lender or commitment may only be made at a future date after Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the applicable Lenders secure any required credit approvalsBorrower.
(bc) Any Assuming On any Increase Date, (i) each of the US Facility Lenders shall assign to each of the Increasing Lenders with regard to such Commitment Increase, and each of such Increasing Lender shall become a Lender hereunder purchase from each of the US Facility Lenders, at the principal amount thereof, such interests in the US Advances outstanding on such Increased Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Advances will be held by existing US Facility Lenders and the Increasing Lenders ratably in accordance with their US Commitments after giving effect to the addition of such Commitment Increase Date and in the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m.US Commitments, New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Datein the US Commitments shall be deemed for all purposes a US Commitment and each US Advance made thereunder shall be deemed, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender for all purposes, a US Advance and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with become a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a US Facility Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a the Commitment Increase on or prior and all matters relating thereto. The US Administrative Agent and the US Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.4 of this Agreement shall not apply to the relevant Commitment Increase Date transactions effected pursuant to the immediately preceding sentence. Notwithstanding any provision contained herein to the contrary, from and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On after the date of such Commitment Increase, all calculations and payments of interest on the Borrower shallUS Advances shall take into account the actual US Commitment of each US Facility Lender and the principal amount outstanding of each US Advance made by such Lender during the relevant period of time.
(d) On such Increase Date, each US Facility Lender’s share of the Letter of Credit Exposure and participations in respect of Swing Line Advances on such date shall automatically be deemed to equal such Lender’s US Pro Rata Share of such Letter of Credit Obligations and participations in respect of Swing Line Advances (such US Pro Rata Share for such Lender to be determined as of the extent necessary to ensure the Loans are held ratably by the Lenders Increase Date in accordance with the respective Multi-Year Facility Commitments of its US Commitment on such Lenders (after giving effect to such Commitment Increase) or date as otherwise deemed advisable in the sole discretion a percentage of the Administrative Agent after consultation with the Borrower, (iaggregate US Commitments on such date) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16without further action by any party.
Appears in 1 contract
Increase in Commitments. (a) Following The Borrower may, on any Business Day prior to the Effective DateRevolving Credit Termination Date but not more than twice during the term of this Agreement, the Borrower may at any time and from time to time increase the Multi-Year Facility aggregate amount of the Revolving Credit Commitments (each by delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit D or in such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably form acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and Business Days prior to the Multi-Year Facility desired effective date of such increase (the “Commitment Termination DateAmount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided that:
provided, however, that (ia) any increase of the minimum aggregate amount of each Commitment Increase the Revolving Credit Commitments to an amount in excess of $150,000,000 will require the approval of the Required Lenders, (b) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $10,000,000;
5,000,000, (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iiic) no Event of Default or Termination Event shall have occurred and be continuing at the time of the request or on such Commitment Increase Date or shall result from the effective date of the Commitment Amount Increase; and
, (ivd) the all representations and warranties contained in Article III Section 6 hereof shall be true and correct in all material respects on and as of at the Commitment Increase Date as if made on and as effective date of such date (orCommitment Amount Increase, if any such representation and warranty is except to the extent the same expressly stated relate to have been made as of a specific an earlier date, in which case such representation representations and warranty warranties shall be true and correct in all material respects on and as of such specific earlier date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by (e) the Administrative Agent or Agent’s consent (which shall not be unreasonably withheld) shall be required for any Lender to any specific increase in the Multi-Year Facility Commitmentamount of an existing Lender’s Revolving Credit Commitment or the addition of a new Lender, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
and (bf) Any Assuming each new Lender shall become a Lender hereunder as of providing such Revolving Credit Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization an Eligible Assignee. The effective date of the Commitment Amount Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to be agreed upon by the Borrower and the Administrative Agent; and
. Upon the effectiveness thereof, the new Lender(s) (iiior, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its advance each Increasing Lender shall have delivered outstanding its Revolver Percentage of Revolving Loans. It shall be a condition to such effectiveness that if any Eurodollar Loans are outstanding under the Revolving Credit on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Administrative Agent, on or prior Lenders pursuant to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory Section 1.10 hereof. The Borrower agrees to pay any reasonable expenses of the Administrative Agent as relating to its increased Commitment, with a copy of such confirmation any Commitment Amount Increase. Notwithstanding anything herein to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaidcontrary, no Lender will be under shall have any obligation to increase its Revolving Credit Commitment hereunder. Upon and no Lender’s Revolving Credit Commitment shall be increased without its receipt of an Assumption Agreement executed by an Assuming Lenderconsent thereto, together with the certificates referred and each Lender may at its option, unconditionally and without cause, decline to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrowerincrease its Revolving Credit Commitment.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.
Appears in 1 contract
Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such increase proposed increased being a “"Commitment Increase”"), either by notice to having a Lender increase its Commitment then in effect (each an "Increasing Lender") or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an "Assuming Lender"), in each case with the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “"Commitment Increase Date”"), which shall be a Business Day at least five three (53) days Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000;
150,000,000; (iii) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and
and (iv) the representations and warranties contained in Article III 5 (other than in Section 5.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that:
: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.20(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption agreement in substantially a Joinder Agreement among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent; and
and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its On each Commitment hereunder, together with Increase Date upon such time as the certificates referred to applicable conditions set forth in clause (b)(iSection 2.20(a) aboveand 2.20(b) have been satisfied, the Administrative Agent Borrower shall (i) record prepay the information contained therein then outstanding Advances (if any) in the Register and full prior to giving effect to such Commitment Increase, (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m.so request, New York City time, on such Commitment Increase Date, the Administrative Agent shall notify request new Advances from the Lenders (including any Assuming LendersLender) of the occurrence of in an aggregate amount at least equal to such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increaseprepayment, so that, after giving effect thereto, the Borrower shall, to the extent necessary to ensure the Loans Advances are held ratably by the Lenders in accordance with the their respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under any funding indemnification amounts required by Section 2.163.4.
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000350,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and
(iv) the representations and warranties contained in Article III shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.162.14.
Appears in 1 contract
Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such increase proposed increased being a “"Commitment Increase”"), either by notice to having a Lender increase its Commitment then in effect (each an "Increasing Lender") or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an "Assuming Lender"), in each case with the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five three (53) days Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000;
450,000,000; (iii) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and
and (iv) the representations and warranties contained in Article III 5 (other than in Section 5.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that:
: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.20(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption agreement in substantially a Joinder Agreement among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent; and
and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant On each Commitment Increase Date upon such time as the applicable conditions set forth in Section 2.20(a) and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.2.20
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”"COMMITMENT INCREASE"), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s"INCREASING LENDER(S)”") and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent additional lenders (the “Assuming Lender(s"ASSUMING LENDER(S)”") that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”"COMMITMENT INCREASE DATE"), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided PROVIDED that:
(i) the minimum aggregate amount of each proposed Commitment Increase shall be $10,000,000(A)$10,000,000 in the case of an Assuming Lender and (B)$5,000,000 in the case of an Increasing Lender;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,000250,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided PROVIDED that:
(i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B EXHIBIT C (an “"Assumption Agreement”") duly executed by such Assuming Lender and consented to by the Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Borrower; provided that absent such Lender’s 's confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BEXHIBIT C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.
Appears in 1 contract
Sources: Credit Agreement (Schein Henry Inc)
Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such increase proposed increased being a “Commitment Increase”), either by notice to the Administrative Agent specifying the existing Lender(s) having a Lender increase its Commitment then in effect (the each an “Increasing Lender(s)Lender”) and/or any other Person(s) selected or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five three (53) days Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000;
150,000,000; (iii) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and
and (iv) the representations and warranties contained in Article III 4 (other than in Section 4.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that:
: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.21(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption agreement in substantially a Joinder Agreement among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent; and
and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its On each Commitment hereunder, together with Increase Date upon such time as the certificates referred to applicable conditions set forth in clause (b)(iSection 2.21(a) aboveand 0 have been satisfied, the Administrative Agent Borrower shall (i) record prepay the information contained therein then outstanding Advances (if any) in the Register and full prior to giving effect to such Commitment Increase, (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m.so request, New York City time, on such Commitment Increase Date, the Administrative Agent shall notify request new Advances from the Lenders (including any Assuming LendersLender) of the occurrence of in an aggregate amount at least equal to such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increaseprepayment, so that, after giving effect thereto, the Borrower shall, to the extent necessary to ensure the Loans Advances are held ratably by the Lenders in accordance with the their respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under any funding indemnification amounts required by Section 2.163.4.
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and additional lenders reasonably acceptable satisfactory to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each proposed Commitment Increase shall be $10,000,0005,000,000 in the case of an Assuming Lender or an Increasing Lender;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,0001,000,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and
(iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B C (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and acknowledged by the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BC, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.
Appears in 1 contract
Sources: Credit Agreement (Henry Schein Inc)
Increase in Commitments. (a) Following the Effective DateThe Borrower may, the Borrower may at any time and from time to time time, on any Business Day prior to the date that is six (6) months prior to the Revolving Credit Termination Date, or Term B Loan Maturity Date, as applicable, with the written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), increase the Multi-Year Facility aggregate amount of the Revolving Credit Commitments or establish one or more new term loan commitments (each any such increase being a new term loan commitment, an “Commitment IncreaseIncremental Term Loan Commitment”), respectively, by notice to delivering a commitment amount increase or incremental term loan request, as applicable, substantially in the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any form attached hereto as Exhibit H or in such other Person(s) selected by the Borrower and reasonably form acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery Business Days (or such shorter period of such notice and time as the Administrative Agent may reasonably consent) prior to the Multi-Year Facility desired effective date of such increase (the “Revolving Credit Commitment Termination DateAmount Increase”) or new term loan, as applicable, identifying one or more additional Lenders (or additional Revolving Credit Commitments for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment or Incremental Term Loan Commitment (or additional amount of its Revolving Credit Commitment); provided that:
provided, however, that (i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, increases in the Multi-Year Facility Revolving Credit Commitments hereunder and new Incremental Term Loan Commitments shall not exceed $850,000,000;
200,000,000 from and after the Closing Date, (ii) any Revolving Credit Commitment Amount Increase or new Incremental Term Loan Commitment, as applicable, shall be in an amount not less than $10,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on such at the time of the effective date of the Revolving Credit Commitment Amount Increase Date or shall result from the Commitment Increase; and
individual Incremental Term Loan Commitment, as applicable, and (iv) the all representations and warranties contained in Article III Section 6 hereof shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on and as of the Commitment Increase Date as if made on and as effective date of such date Revolving Credit Commitment Amount Increase or of any new Incremental Term Loan Commitment (or, if any except to the extent such representation representations and warranty is expressly stated warranties relate to have been made as of a specific an earlier date, such representation and warranty shall be in which case they are true and correct in all material respects on and (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such specific earlier date). Notwithstanding The effective date of the foregoing, nothing herein shall constitute an agreement Revolving Credit Commitment Amount Increase or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility new Incremental Term Loan Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender applicable, shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) the related commitment amount increase or new incremental term loan request. Upon the effectiveness of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowera Revolving Credit Commitment Amount Increase, the authorization of the Commitment Increase and any other legal matters relating new Revolving Lender(s) (or, if applicable, existing Revolving Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to advance each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Revolving Lender shall have delivered outstanding its Percentage of Revolving Loans. In connection with any Revolving Credit Commitment Amount Increase, to the extent any Revolving Loans are repaid to an existing Revolving Lender in connection with the rebalancing of the outstanding Revolving Loans, Borrower shall pay any amounts owing to such Lenders pursuant to Section 1.11 hereof (unless any Lender owed any such amount waives such amount due by notice to the Administrative Agent, on or prior ). The Revolving Credit Commitments may not be increased if the Borrower has previously terminated any portion of the Revolving Credit Commitments pursuant to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented out-of-pocket expenses of the Administrative Agent relating to any Revolving Credit Commitment Amount Increase or Incremental Term Loan Commitment and arrangement fees related thereto as to its increased Commitment, with a copy of such confirmation agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the Borrower.
contrary, (cx) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under shall have any obligation to increase its Revolving Credit Commitment hereunder. Upon or to provide any Incremental Term Loan Commitment and, without its receipt of consent, no Revolving Lender’s Revolving Credit Commitment shall be increased and no Lender will be required to provide an Assumption Agreement executed by Incremental Term Loan Commitment and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or to provide an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption AgreementIncremental Term Loan Commitment, (y) record the information contained therein in the Register such declining Lender shall have no consent right with respect to such Revolving Credit Commitment Amount Increase or such Incremental Term Loan Commitment, as applicable, and (z) give prompt notice thereof any new Lender shall be acceptable to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior (to the relevant Commitment Increase Date and extent the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, consent of the Administrative Agent would be required in connection with an assignment to such new Lender under Section 12.12(a)(iii) hereof) with such consent not to be unreasonably withheld or delayed. Upon the effectiveness thereof, Schedule 1 shall notify the Lenders (including be deemed amended to reflect any Assuming Lenders) of the occurrence of Revolving Credit Commitment Amount Increase and any Incremental Term Loan Commitment, as applicable. Any new or increasing Revolving Lender shall advance Revolving Loans in an amount sufficient such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (that after giving effect to such its Revolving Loans each Revolving Lender shall have outstanding its Revolver Percentage of all Revolving Loans outstanding under the Revolving Credit Commitments. Subject to Section 7.1 hereof, on the effective date of any new Incremental Term Loan Commitments, any new or existing Lender with an Incremental Term Loan Commitment Increase) or as otherwise deemed advisable shall advance in a single Borrowing an Incremental Term Loan in the sole discretion amount of its new Incremental Term Loan Commitment. The Borrower shall deliver or cause to be delivered any documents reasonably requested by the Administrative Agent after consultation in connection with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to any such prepayment transaction and (iii) pay to the Lenders the amounts, if any, payable under consistent with Section 2.167.2 hereof.
Appears in 1 contract
Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by 10 Business Days’ written notice to the Administrative Agent specifying request, on one or more occasions prior to the existing Lender(sfirst anniversary of the Closing Date, the establishment of one or more increased or new Commitments (each, an “Incremental Commitment”). Each such notice shall specify (i) the date (the each, an “Increasing Lender(s)Increase Effective Date”) and/or any other Person(s) selected by on which Borrower proposes that the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such increase notice is delivered to be effective the Administrative Agent and (ii) the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery identity of each Eligible Assignee to whom Borrower proposes any portion of such notice increased or new Commitments be allocated and prior the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Multi-Year Facility Commitment Termination increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.
(b) The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall would result from the Commitment Increase; andborrowings to be made on the Increase Effective Date;
(ivii) on the representations and warranties contained in Article III Increase Effective Date, after giving effect to the making of any Loans pursuant to the Incremental Commitments (each such Loan an, “Incremental Loan”), Borrower shall be true and correct in all material respects on and pro forma compliance with the covenant set forth in Section 7.12(a) as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.most recently completed Quarterly Testing Date;
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(iiii) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all an Incremental Amendment in form and substance reasonably satisfactory to the Administrative Agent and its counselconsistent with the provisions of this Section 2.12 (which, notwithstanding anything in Section 10.01 to the contrary, shall not require the consent of any Lender other than the Lenders providing the Incremental Commitments); and
(iv) all fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders shall have been paid.
(c) The terms and provisions of the Incremental Loans shall be as follows:
(i) substantially similar to those applicable to the then outstanding loans under the existing Term Loan Facility;
(ii) with respect the weighted average life to each Assuming Lender, maturity of any Incremental Loans shall be no shorter than the Administrative Agent shall have received, on or prior weighted average life to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially maturity of the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agentexisting Loans; and
(iii) each Increasing Lender the maturity date of any Incremental Loans shall have delivered not be earlier than the latest Maturity Date then in effect, and after giving effect to the Administrative Agentincurrence of such Incremental Loans, on no more than four Maturity Dates may be in effect hereunder. Notwithstanding Section 10.01 or prior anything in this Agreement or any other Loan Document to 10:00 a.m.the contrary, New York City timethe Incremental Amendment may, on without the consent of any other Lenders, effect such Commitment Increase Dateamendments to this Agreement and the other Loan Documents as may be necessary, confirmation in writing reasonably satisfactory to the reasonable opinion of the Administrative Agent as to its increased Commitment, with a copy of such confirmation to and the Borrower.
(c) Upon its receipt , to effect the provisions of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrowerthis Section 2.12.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to On any agreement with respect to a Commitment Increase Effective Date on or prior which Incremental Commitments for Incremental Loans are effective, subject to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) satisfaction of the occurrence foregoing terms and conditions, each Lender of such Incremental Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the shall make an Incremental Loan to Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment its Incremental Commitment.
(e) The Loans and (iii) pay Commitments established pursuant to this Section shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranty and security interests created by the Collateral Documents. The Restricted Persons shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the Lenders establishment of any such Loans and Commitments substantially similar to those applicable to the amounts, if any, payable under Section 2.16then outstanding Loans.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Energy Transfer Equity, L.P.)
Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such increase proposed increased being a “Commitment Increase”), either by notice to the Administrative Agent specifying the existing Lender(s) having a Lender increase its Commitment then in effect (the each an “Increasing Lender(s)Lender”) and/or any other Person(s) selected or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), in each case with the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five three (53) days Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that:
: (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000;
25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000;
450,000,000; (iii) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and
and (iv) the representations and warranties contained in Article III 5 (other than in Section 5.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that:
: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.20(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption agreement in substantially a Joinder Agreement among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent; and
and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its On each Commitment hereunder, together with Increase Date upon such time as the certificates referred to applicable conditions set forth in clause (b)(iSection 2.20(a) aboveand 0 have been satisfied, the Administrative Agent Borrower shall (i) record prepay the information contained therein then outstanding Advances (if any) in the Register and full prior to giving effect to such Commitment Increase, (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m.so request, New York City time, on such Commitment Increase Date, the Administrative Agent shall notify request new Advances from the Lenders (including any Assuming LendersLender) of the occurrence of in an aggregate amount at least equal to such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increaseprepayment, so that, after giving effect thereto, the Borrower shall, to the extent necessary to ensure the Loans Advances are held ratably by the Lenders in accordance with the their respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under any funding indemnification amounts required by Section 2.163.4.
Appears in 1 contract
Sources: Credit Agreement (Idacorp Inc)
Increase in Commitments. (a) Following On or prior to the Effective 18 month anniversary of the Closing Date, the Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”)may, by notice to the Administrative Agent specifying (who shall promptly notify the existing Lender(s) Lenders), request an increase in the Commitments (the each such increase, an “Increasing Lender(s)Incremental Commitment”) and/or any other Person(s) selected by to an aggregate amount of $250,000,000 or such higher amount as mutually agreed between the Borrower and reasonably acceptable the Lenders.
(b) An Incremental Commitment may be provided by any existing Lender or any new lender (each such Lender or lender, an “Incremental Lender”); provided that each new Incremental Lender is subject to the consent of the Borrower and the Initial Lender. Notwithstanding anything herein to the contrary, no existing Lender has any obligation to agree to increase its Commitment pursuant to this Section 2.17 and any election to do so will be in the sole discretion of such Lender.
(c) The Administrative Agent (in accordance with the “Assuming Lender(s)”) that have agreed to provide direction of the additional Commitment(sInitial Lender) and the Borrower shall determine the effective date on which for such increase is pursuant to be effective this Section 2.17 (the an “Incremental Commitment Increase Effective Date”)) and, which shall if applicable, the final allocation of such increase among the Persons providing such increase; provided that such date must be a Business Day at least five (5) days ten Business Days after delivery of the request for such notice and prior increase (unless otherwise approved by the Initial Lender). To effect such increase, the Borrower, the applicable Incremental Lenders and, at the direction of the Initial Lender, Administrative Agent (but no other Lenders or other Persons (except to the Multi-Year Facility extent required in order to give effect to such Incremental Commitment)) shall enter into one or more agreements or amendments to this Agreement (including a joinder to this Agreement), each in form and substance satisfactory to the Borrower and the Initial Lender, pursuant to which the applicable Incremental Lenders will provide the Incremental Commitments. Effective as of the applicable Incremental Commitment Termination Effective Date; provided that, subject to the terms and conditions set forth in this Section 2.17, each Incremental Commitment is a Commitment (and not a separate facility hereunder), must have identical terms, including pricing of the initial Commitments and the Advances made by the applicable Incremental Lenders on such Incremental Commitment Effective Date pursuant to Section 2.17(e) are Advances, for all purposes of this Agreement.
(d) Notwithstanding the foregoing, the increase in the Commitments pursuant to this Section 2.17 is not effective with respect to any Incremental Lender unless:
(i) no Event of Default, Unmatured Event of Default or Market Trigger Event has occurred and is continuing on the minimum aggregate amount of each Incremental Commitment Increase shall be $10,000,000;
(ii) immediately Effective Date or would exist after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000increase;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and
(ivii) the representations and warranties contained in Article III shall be this Agreement are true and correct in all material respects on and as of the Incremental Commitment Increase Effective Date and after giving effect to such increase, as if though made on and as of such date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding ;
(iii) the foregoing, nothing herein shall constitute Borrower has paid each Incremental Lender an agreement or commitment upfront fee in an amount equal to 1.00% of its Incremental Commitment (such upfront fee to be pro rated by the Administrative Agent or any Lender to any specific increase ratio of the number of days remaining in the Multi-Year Facility CommitmentAvailability Period to the total number of days in the Availability Period, which agreement or commitment may only be made at a future date after in each case calculating the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder Availability Period as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in effect under clause (a) of this the definition thereof) on such date);
(iv) if the Borrower has previously extended the ending date of the Availability Period pursuant to Section 2.18, then the Borrower has been satisfied and paid each Lender an additional upfront fee in an amount equal to 0.25% of its Incremental Commitment;
(Bv) such certificates as the Administrative Agent has received one or its more agreements contemplated above, providing for Incremental Commitments in the amount of such increase; and
(vi) one or more favorable opinions of counsel may reasonably request relating to the organizationBorrower consistent with the opinions given on the Closing Date, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating reasonably acceptable to the Borrower, this Agreement or the Commitment Increase, all in form Initial Lender and substance satisfactory addressed to the Administrative Agent Agent, the Servicer, the Lenders and its counsel;
(ii) with respect to each Assuming Lenderthe Collateral Custodian. As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the documents required by this Section 2.17(d), the Administrative Agent shall have received, on or prior record the information contained in the applicable agreement contemplated above in the Register and give prompt notice of the increase in the Commitments to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
Lenders (iii) including each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the BorrowerIncremental Lender).
(ce) Upon its receipt of confirmation from a Lender that it is increasing its On each Incremental Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shallEffective Date, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increasethere are Advances then outstanding, the Borrower shallis deemed to prepay such Advances and deemed to re-borrow Advances from the Incremental Lenders, as is necessary in order that, after giving effect to the extent necessary to ensure the Loans are such deemed prepayments and borrowings, all Advances will be held ratably by the Lenders (including the Incremental Lenders) in accordance with the their respective Multi-Year Facility Commitments of such Lenders (Pro Rata Share after giving effect to the applicable Incremental Commitments and the Lenders shall make such Commitment Increasepayments or adjustments as are equitable so that the Advances will be held ratably by the Lenders (including the Incremental Lenders) or as in accordance with their respective Pro Rata Share after giving effect to the applicable Incremental Commitments (or, if the Lenders otherwise deemed advisable in agree, the sole discretion Lenders, including the Incremental Lenders, may assign portions of the Administrative Agent after consultation with outstanding Advances to accomplish the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16same result).
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Sources: Loan and Servicing Agreement (FS Credit Real Estate Income Trust, Inc.)
Increase in Commitments. (a) Following the Effective Date, the Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that:
(i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000;
(ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000;
(iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and
(iv) the representations and warranties contained in Article III shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals.
(b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that:
(i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel;
(ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and
(iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower.
(c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
(d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.
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