Increase of Commitments. (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time (but not more than five times), request an increase in the aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 2 contracts

Sources: Credit Agreement (Affiliated Managers Group Inc), Credit Agreement (Affiliated Managers Group Inc)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative ~~Agent (~~Agent, which shall promptly ~~notify~~ deliver a copy thereof to each of the Lenders), at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5.0 million, the ~~Borrower may from time~~ requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to ~~time (but not more than five times), request~~ participate in the Commitment Increase must commit to an increase in the ~~aggregate~~ amount of ~~the Revolving~~ their respective Credit Commitments ~~and/or~~ (the ~~Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ “~~Incremental Term Loan~~Commitment Date”)~~; provided~~ . Each Lender that ~~the aggregate amount of all increases~~ is willing in ~~the amount of the Aggregate Commitments pursuant~~ its sole discretion to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ participate in ~~the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such ~~increase~~ requested Commitment Increase (each an “Increasing Lender”) ~~and~~ shall give written notice to ~~become~~ the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders ~~pursuant~~ are willing to ~~a “Joinder Agreement”~~participate in the requested Commitment Increase. In addition, ~~substantially~~ the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld, delayed or conditioned) to participate in ~~form~~ any portion of ~~Exhibit K~~the requested Commitment Increase; provided, ~~pursuant to which~~ however, that the Commitment of each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ Eligible Assignee shall be in ~~a minimum~~ an amount of not less than $~~10,000,000~~ 1.0 million or ~~a higher~~ an integral multiple of $~~1,000,000~~1.0 million in excess thereof. ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall ~~constitute, or otherwise~~ be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be ~~automatically updated~~ amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount ~~offered~~ by which such Lender is willing to increase its Commitment), and (~~or, if applicable, allocated to~~z) ~~such Increasing~~ each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the ~~Aggregate Commitments~~ Administrative Agent pursuant to which it shall ~~be increased (~~undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment ~~Percentages adjusted) accordingly~~Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (div) ~~This Section 2.3~~ If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall ~~supersede any provisions~~ borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in ~~Section 3.8 or 10.1~~ accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to ~~the contrary~~each such Commitment Increase. (eb) ~~The parties hereto agree that~~Anything in this Section 2.22 to the contrary notwithstanding, ~~notwithstanding any other provision~~ no increase in the aggregate Commitments hereunder pursuant to this Section 2.22 shall be effective unless: (i) as of ~~this Agreement~~the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the ~~Borrower~~Administrative Agent of (A) customary legal opinions, ~~each Increasing Lender~~ board resolutions and ~~each~~ officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other ~~Lender~~than changes to such legal opinions resulting from a change in law, ~~as applicable, may make arrangements~~ change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such ~~parties to cause an~~ Increasing Lender ~~to temporarily hold risk participations in~~ or Additional Lender is provided with the ~~Revolving Loans~~ benefit of the ~~other Lenders~~ applicable Loan Documents; (~~rather than fund its~~ iii) after giving effect to such Commitment ~~Percentage~~ Increases, the aggregate principal amount of all ~~outstanding Revolving Loans concurrently~~ such Commitment Increases incurred since the Effective Date shall not exceed $150.0 million; and (iv) after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the ~~applicable increase~~Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to be) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant delivered to the ~~foregoing sentence), as a result of a non-pro-rata increase in~~ Administrative Agent and the ~~Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion~~ Borrower shall ~~be subject~~ have delivered to the ~~provisions of Section 3.12~~Administrative Agent reasonably detailed calculations demonstrating such compliance.

Appears in 2 contracts

Sources: Credit Agreement (Align Technology Inc), Credit Agreement (Align Technology Inc)

Increase of Commitments. ~~(a) Upon notice~~ Subject to the ~~Administrative~~ approval of the Agent (which shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower shall have the right to increase the aggregate amount of the Commitments either by designating an Eligible Assignee not theretofore a Lender to become a Lender and/or by agreeing with an existing Lender or Lenders that such Lender’s Commitment (or such Lenders’ Commitments) shall be increased; provided that (i) the Borrower shall provide prompt notice of such increase to the Agent, who shall promptly notify the Lenders); (ii) the aggregate amount of such increases in the Commitments pursuant to this Section 2.14 shall not exceed $300,000,000 in the aggregate; (iii) the Borrower may not exercise its rights pursuant to this Section 2.14 more than four (4) times; and (iv) the Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Termination Date. Each such increase in the Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. As a condition to any such increase in the Commitment, the Borrower shall pay to the Agent such fees as it may ~~from time~~ require in connection with the arrangement of such increase, and to ~~time~~ the Lenders acquiring such increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the effective date on which it becomes a Lender hereunder (~~but not more than five times~~or increases its Commitment, in the case of an existing Lender), ~~request~~ as such date shall be selected by the Agent and the Borrower, and as a condition thereto, purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans and participations in Swingline Loans and Letters of Credit, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.3(j) which have not been repaid, and the Borrower shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Obligor in any Loan Document is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances specifically and expressly permitted hereunder). In connection with any increase in the aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”subsection, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) any Lender becoming a party hereto shall execute such documents and agreements as the ~~effective date (the “Increase Effective Date”),~~ Agent may reasonably request and (B) the ~~final allocation~~ Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Revolving Note, as appropriate, in the amount of such ~~increase and Schedule I attached hereto shall be automatically updated to reflect~~ Lender’s Commitment contemporaneously with the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity effectiveness of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the ~~Aggregate~~ aggregate amount of Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 2 contracts

Sources: Credit Agreement (Columbia Property Trust, Inc.), Credit Agreement (Columbia Property Trust, Inc.)

Increase of Commitments. On up to three occasions after the Restatement Date, the Borrower at its option may, from time to time, seek to increase the Revolving Commitments by up to an aggregate amount of $200,000,000 (aresulting in maximum total Revolving Commitments of $850,000,000) ~~Upon~~ upon at least three (3) Business Days’ prior written notice to the Administrative ~~Agent~~ Agent, which notice shall specify the amount of any such increase (which shall ~~promptly notify the Lenders)~~not be less than $10,000,000) and shall certify that no Default has occurred and is continuing. After delivery of such notice, the ~~Borrower~~ Administrative Agent or the Borrower, in consultation with the Administrative Agent, may ~~from time~~ offer the increase (which may be declined by any Lender in its sole discretion) in the Revolving Commitments on either a ratable basis to ~~time (but not~~ the Lenders or on a non pro-rata basis to one or more ~~than five times), request an~~ Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and the Borrower. No increase in the ~~aggregate~~ Revolving Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender agrees to the amount of its Revolving Commitment increase, (ii) any such new Lender agrees to its Revolving Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, (iii) the Borrower accepts such incremental Revolving Commitments, (iv) the effective date of any increase in the Revolving Commitments is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. Upon the effectiveness of any increase in the Revolving Commitments pursuant hereto, (i) each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Revolving Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurocurrency Loan shall, for purposes of Section 2.16 be deemed prepayments of such Loan. Any increase of the Revolving ~~Credit~~ Commitments ~~and/or~~ pursuant to this Section shall be subject to receipt by the ~~Term Loan Commitments~~ Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No consent of any Lender (other than the Lenders agreeing to new or increased Revolving Commitments) shall be required for any ~~Term~~ incremental Revolving Commitment provided or Loan made pursuant to this Section ~~2.3(a~~2.09(e), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 2 contracts

Sources: Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp)

Increase of Commitments. (a) ~~Upon~~ The Borrower may from time to time after the Restatement Date, by written notice to the Administrative Agent (which shall ~~promptly notify~~ be provided four Business Days prior to the ~~Lenders~~Increase Effective Date), executed by the Borrower ~~may from time~~ and one or more financial institutions (any such financial institution referred to ~~time (but not more than five times~~in this Section being called an “Increasing Lender”), ~~request~~ which may include any Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased (any such extension or increase being called a “Commitment Increase”), in an ~~increase~~ amount set forth in such notice; provided, that (i) the aggregate amount of the ~~Revolving Credit Commitments and/or~~ Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such lesser amount consented to by the ~~Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a~~Administrative Agent), ~~hereafter referred to as an “Incremental Term Loan”); provided that~~ (ii) at no time shall the aggregate amount of ~~all increases in~~ Commitments, giving effect to the ~~amount of the Aggregate Commitments~~ Commitment Increases effected pursuant to this ~~Section 2.3~~ paragraph, exceed $4,825,000,000, (iii) each Increasing Lender, if not already a Lender hereunder, (A) shall be subject to the approval of the Administrative Agent and each Issuing Bank (which approval shall not ~~exceed $250,000,000. Such increase in the Aggregate Commitments may~~ be ~~provided by the Lenders~~ unreasonably withheld or ~~Eligible Assignees designated by the Borrower that are willing to provide such increase~~ delayed), (B) shall complete an ~~“Increasing Lender”~~Administrative Questionnaire and (C) ~~and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender~~ shall become a party hereto by completing and delivering to ~~this Agreement; provided that any such increases shall be~~ the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a ~~minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed~~ form reasonably satisfactory to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower ~~shall determine~~ (~~A) the effective date (the~~ an “~~Increase Effective Date~~Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and ~~(B) the final allocation of such increase and Schedule I attached hereto~~ shall be ~~automatically updated~~ subject to all obligations of, a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the ~~same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect~~ Commitments of such ~~Incremental Terms Loans pursuant to Section 3.2(e), and~~ Increasing Lender as provided in ~~Section 3.2(e)~~such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, ~~are hereby authorized~~ Schedule 2.01 shall be deemed to ~~attach Schedule 3.2(e)~~ have been amended to ~~this Agreement; provided, that~~ reflect the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation increased Commitment of such ~~increase and~~ Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the Increase Effective Date~~. (c) As a condition precedent~~ , which shall not be less than 30 days prior to ~~such increase~~the Maturity Date, (i) ~~no Default shall exist, (ii)~~ the ~~Borrower shall (x) deliver~~ aggregate principal amount of the Loans outstanding immediately prior to giving effect to the ~~Administrative Agent (1) a Joinder Agreement executed by the Borrower and the~~ applicable ~~Lender(s), and (2) a certificate dated as of~~ Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in ~~sufficient copies~~ an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each ~~Lender) signed by a Responsible Officer~~ Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) ~~certifying and attaching~~ such Lender’s Applicable Percentage (calculated after giving effect to the ~~resolutions adopted by~~ Commitment Increase), of the ~~Borrower approving or consenting to such increase,~~ Subsequent Borrowings and (B) ~~certifying that~~such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), ~~before~~ of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to ~~such increase no Default exists and (iii) pursuant to~~ the ~~terms~~ Commitment Increase), of the ~~Fee Letter~~amount of the Subsequent Borrowings, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (~~or, if applicable, allocated to~~v) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other ~~Lender, as applicable, may make arrangements reasonably satisfactory~~ Lender shall be deemed to ~~such parties to cause an Increasing Lender to temporarily~~ hold ~~risk participations in the Revolving Loans of the other Lenders (rather than fund~~ its ~~Commitment~~ Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all ~~outstanding Revolving Loans concurrently with~~ accrued but unpaid interest on the ~~applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments~~Initial Loans. The ~~Borrower acknowledges that if (despite any arrangements established~~ deemed payments made pursuant to ~~the foregoing sentence), as a result~~ clause (i) above in respect of a each non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion ABR Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section ~~3.12~~2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, the Administrative Agent may, in its discretion, implement other procedures (such as non-pro rata Borrowings while current Interest Periods are in effect) in order to minimize or eliminate breakage costs in connection with any such increase. (c) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to that effect dated such date and executed by a Financial Officer of each Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (Blackstone Inc.), Credit Agreement (Blackstone Inc.)

Increase of Commitments. ~~(a) Upon notice~~ Subject to the ~~Administrative~~ approval of the Agent (which shall ~~promptly notify the Lenders~~not be unreasonably withheld or delayed), the ~~Borrower may from time~~ Borrowers shall have the right to ~~time (but not more than five times),~~ request an increase in the aggregate amount of the ~~Revolving Credit Commitments and/or the Term Loan~~ Commitments (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”);~~ provided that there shall be no more than two such increases in the Commitments and the aggregate amount of ~~all~~ such increases in the ~~amount of the Aggregate~~ Commitments pursuant to this Section ~~2.3~~ shall not exceed $~~250,000,000~~48,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. ~~Such~~ Each such increase in the ~~Aggregate~~ Commitments ~~may~~ must be ~~provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ an aggregate minimum amount of $20,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such ~~increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing~~ request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement~~; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~, or ~~otherwise be deemed to be, a commitment on the part of~~ if any existing Lender agrees to increase its ~~Revolving Credit Commitment~~ Commitment, such Lender shall on the date it becomes a Lender hereunder (or ~~Term Loan Commitment hereunder.~~ increases its Commitment, in the case of an existing Lender) (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition ~~precedent to such increase,~~ thereto) purchase from the other Lenders its Commitment Percentage (~~i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated~~ as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and determined after giving effect to ~~such~~ the increase ~~no Default exists and (iii~~of Commitments) ~~pursuant~~ of any outstanding Revolving Loans, by making available to the ~~terms~~ Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (a) the portion of the ~~Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be,~~ outstanding principal amount of ~~each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to)~~ such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans to be purchased by such Lender plus (b) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.4(j) which have not been repaid, and the Borrowers shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (~~rather than fund its Commitment Percentage~~ x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all ~~outstanding Revolving Loans concurrently with~~ material respects on the ~~applicable increase) with a view toward minimizing breakage costs~~ effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and ~~transfers of funds~~ except for changes in factual circumstances or transactions, in either event not prohibited hereunder). In connection with any increase in the ~~Aggregate~~ aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment and a Competitive Advance Note within two (2) Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. The ~~Borrower acknowledges that if (despite any arrangements established pursuant~~ Borrowers shall also execute and deliver to the ~~foregoing sentence), as a result~~ other Lenders replacement Competitive Advance Notes increasing the principal face amount thereof to 50% of ~~a non-pro-rata increase in~~ the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12new Total Commitment.

Appears in 2 contracts

Sources: Credit Agreement (Gables Residential Trust), Credit Agreement (Gables Realty Limited Partnership)

Increase of Commitments. ~~(a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders)~~At any time, ~~the Borrower may from time to time (~~but not more than ~~five times)~~four (4) times during the term of this Agreement, the Company may request ~~an increase in~~ that the ~~aggregate amount~~ Aggregate Commitment be increased; provided that, without the prior written consent of all of the ~~Revolving Credit Commitments and/or the Term Loan Commitments~~ Lenders, (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of~~ i) the Aggregate ~~Commitments pursuant to this Section 2.3~~ Commitment shall ~~not~~ at no time exceed $~~250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ 250,000,000 and (ii) such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases request shall be in a minimum amount of $~~10,000,000~~ 25,000,000. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company not less than ten (10) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. The Company may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lender’s Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders) and no event shall have occurred and then be continuing which constitutes a ~~higher integral multiple~~ Default or Event of ~~$1,000,000~~Default, (B) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrowers shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase and (E) the Administrative Agent shall have administered the reallocation of the Revolving Credit Exposures on the effective date of such increase ratably among the Lenders (including new Lenders) after giving effect to such increase. The Company hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~at any time. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 2 contracts

Sources: Credit Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co)

Increase of Commitments. ~~(a) Upon notice to~~ The Borrower shall have the ~~Administrative Agent (which shall promptly notify the Lenders), the Borrower may~~ right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (~~but not more than five times)~~provided that after giving effect to any increases in the Commitments pursuant to this Section, ~~request an increase in~~ the aggregate amount of increases to the ~~Revolving Credit~~ Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall may not exceed $~~250,000,000~~100,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. ~~Such~~ The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the ~~Aggregate~~ Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may ~~be provided by~~ decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders ~~or Eligible Assignees designated by the Borrower that are~~ willing to ~~provide~~ increase their respective Commitments prior to the allocation of such requested increase ~~(an “Increasing Lender”) and~~ to ~~become~~ any new Lenders ~~pursuant~~ to ~~a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall~~ become a party to this Agreement~~; provided that any~~ . All such ~~increases~~ allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a ~~minimum amount of $10,000,000 or~~ new Lender becomes a ~~higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~party to this Agreement as provided herein, or ~~otherwise be deemed to be, a commitment on the part of~~ if any existing Lender agrees to increase its ~~Revolving Credit Commitment~~ Commitment, such Lender shall on the date it becomes a Lender hereunder (or ~~Term Loan Commitment hereunder.~~ increases its Commitment, in the case of an existing Lender) (band as a condition thereto) If purchase from the ~~Aggregate Commitments are increased~~ other Lenders its pro rata share (or in ~~accordance with this Section 2.3~~the case of an existing Lender, (ithe increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Loans, by making available to the ~~Administrative~~ Agent ~~and~~ for the ~~Borrower shall determine~~ account of such other Lenders, in same day funds, an amount equal to the sum of (A) the ~~effective date (~~portion of the ~~“Increase Effective Date”), and~~ outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the ~~final allocation~~ outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increaseimmediately after giving effect thereto, (i) no Default or Event of Default shall ~~exist,~~ exist and (ii) the ~~Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed~~ representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and ~~the applicable Lender(s),~~ correct in all material respects on and ~~(2) a certificate dated~~ as of the ~~Increase Effective Date~~ date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in ~~sufficient copies~~ which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for ~~each Lender) signed by a Responsible Officer (A) certifying and attaching~~ changes in factual circumstances not prohibited under the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable PersonsLoan Documents. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in In connection with any increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the ~~foregoing sentence)~~Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as ~~a result of a non-pro-rata increase~~ appropriate, in the ~~Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day~~ amount of ~~an Interest Period~~ such Lender’s Commitment within five Business Days of such Lender’s request therefor~~, then such prepayment or conversion shall be subject to the provisions of Section 3.12~~.

Appears in 2 contracts

Sources: Credit Agreement (South Carolina Electric & Gas Co), Five Year Credit Agreement (South Carolina Electric & Gas Co)

Increase of Commitments. (a) ~~Upon~~ The Borrower may, from time to time, by notice to the Administrative ~~Agent (which shall promptly notify the Lenders), the Borrower may from time to time (but not more than five times)~~Agent, request that the aggregate Commitments be increased by an ~~increase~~ amount that will not result in the aggregate ~~amount of the Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~exceeding $325,000,000475,000,000; provided that ~~the~~ each increase in aggregate ~~amount of all increases in the amount of the Aggregate~~ Commitments ~~pursuant to~~ under this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $~~10,000,000~~ 25,000,000. Each such notice shall set forth the requested amount of the increase in the Commitments and the date on which such increase is to become effective. The Borrower shall have the right, but not the obligation, to arrange for one or more commercial banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount up to, but not greater than, the requested increase, provided that each Augmenting Lender, if not already a ~~higher integral multiple~~ Lender hereunder (i) shall extend a new Commitment of not less than $~~1,000,000~~5,000,000, (ii) shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its status as a Lender hereunder and (iii) shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed). ~~Nothing contained herein~~ Such increases and such new Commitments shall ~~constitute~~become effective on the date agreed to by the Borrower, the Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, no increase in the aggregate Commitments (or ~~otherwise~~ in the Commitment of any Lender) shall become effective under this paragraph unless, on the date of such increase, the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a Loan being deemed to bebe references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Executive Officer of the Borrower. Notwithstanding anything else in the foregoing, ~~a commitment on the part of any~~ no Lender ~~to increase its Revolving Credit Commitment or Term Loan Commitment hereunder~~shall become an Augmenting Lender without such Lender’s consent. (b) If Upon the ~~Aggregate Commitments are increased in accordance with~~ effectiveness of any increase pursuant to this Section ~~2.3~~2.18 of the aggregate Commitments and any resulting adjustment in the Applicable Percentages, ~~(i)~~ the ~~Administrative Agent~~ Lenders and the ~~Borrower shall determine~~ Augmenting Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of each Lender and Augmenting Lender to equal its Applicable Percentage (Aas so adjusted) of the ~~effective date (the “Increase Effective Date”),~~ aggregate outstanding Revolving Loans. Such purchase and ~~(B) the final allocation of such increase and Schedule I attached hereto~~ sale shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans made pursuant to Section ~~3.2(e)~~9.04 except that no minimum amount shall be required, ~~and as provided in Section 3.2(e)~~no processing fee shall be charged and, are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing if any Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 suffer a loss or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause incur an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), expense as a result of ~~a non-pro-rata increase in~~ the ~~Aggregate Commitments, any Eurodollar Loans must be prepaid~~ effectiveness of such purchase or ~~converted (in whole or in part) on a day other than the last day of~~ sale being during an Interest ~~Period therefor~~Period, ~~then~~ the Borrower shall reimburse such ~~prepayment~~ Lender the amount of such loss or ~~conversion~~ expense. Each such Lender shall furnish the Borrower with a certificate setting forth, in reasonable detail, the basis for determining the amount to be ~~subject~~ paid to ~~the provisions of Section 3.12~~it hereunder.

Appears in 2 contracts

Sources: Credit Agreement (Horace Mann Educators Corp /De/), Credit Agreement (Horace Mann Educators Corp /De/)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Closing Date to increase the aggregate Commitments hereunder in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least three Business Days’ (or such lesser period as the Administrative Agent may reasonably agree) prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall ~~promptly notify~~ be at least $5,000,000 and in increments of $1,000,000 thereafter, and the ~~Lenders~~requested date of increase (the “Requested Increase Date”). The Borrower may, but shall not be obligated to, offer to any Lender the right to provide all or any portion of the Requested Increase Amount. No Lender shall have any obligation whatsoever to offer to increase its Commitment by an amount specified by the Borrower ~~may from time~~ or otherwise nor shall the Borrower be obligated to ~~time~~ accept any offer by an existing Lender to provide all or any portion of the Requested Increase Amount. Any Lender that so offers to increase its Commitment, which increase is accepted by the Borrower, is herein called an “Increasing Lender”. (~~but not more than five times), request an increase in~~ ii) If the aggregate amount of the ~~Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made~~ increases offered and accepted pursuant to ~~this Section 2.3(a)~~clause (i) above, ~~hereafter referred~~ if any, is less than the Requested Increase Amount, the Borrower may, through the Administrative Agent, offer the balance of the Requested Increase Amount to ~~as an “Incremental Term Loan”)~~one or more Eligible Assignees; provided that the ~~aggregate amount of all increases in the amount of the Aggregate Commitments pursuant~~ Commitment to ~~this Section 2.3~~ be acquired hereunder by any such Eligible Assignee shall not ~~exceed $250,000,000. Such increase in the Aggregate Commitments may~~ be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of less than $1,000,000. ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein ~~shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder~~called an “Additional Lender”. (biii) If Effective on the ~~Aggregate Commitments are increased in accordance with this Section 2.3~~Requested Increase Date, subject to the terms and conditions hereof, (ix) ~~the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and~~ Schedule I ~~attached hereto~~ shall be ~~automatically updated~~ deemed amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by the amount ~~offered~~ agreed by ~~(or, if applicable, allocated to)~~ such Increasing Lender and the ~~Aggregate Commitments~~ Borrower, and (z) each Additional Lender shall ~~be increased (~~enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment ~~Percentages adjusted~~in the amount determined pursuant to clause (ii) ~~accordingly~~above, and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (div) ~~This Section 2.3~~ If on the Requested Increase Date there are borrowings of Committed Loans outstanding hereunder, appropriate adjustments shall ~~supersede any provisions in Section 3.8 or 10.1~~ be made (by the making of borrowings of Committed Loans by the Increasing Lenders and the Additional Lenders and/or the prepayment of outstanding borrowings of Committed Loans) as necessary to cause the ~~contrary~~outstanding borrowings of Committed Loans to be held ratably by all Lenders. (eb) ~~The parties hereto agree that~~Anything in this Section 4.4 to the contrary notwithstanding, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any no increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ aggregate Commitments hereunder pursuant to ~~the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must~~ this Section shall be ~~prepaid or converted~~ effective unless: (~~in whole or in part~~i) on ~~a day~~ the relevant Requested Increase Date and after giving effect to such increase, (x) no Unmatured Event of Default under Section 10.1.1 or 10.1.3 or Event of Default shall have occurred and be continuing and (y) the representations and warranties contained in Section 7 (other than ~~the last day of an Interest Period therefor, then such prepayment or conversion~~ those contained in Section 7.5) shall be ~~subject~~ true and correct in all material respects as of the Requested Increase Date and after giving effect thereto, with the same effect as though made on the Requested Increase Date, except to the ~~provisions~~ extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of ~~Section 3.12~~such earlier date; and (ii) after giving effect to any such increase the aggregate amount of the Commitments shall not exceed $4,500,000,000.

Appears in 2 contracts

Sources: Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)

Increase of Commitments. (a) ~~Upon notice~~ So long as, after giving pro forma effect to any such increase, (x) no Default or Event of Default has occurred and is continuing on the date thereof and (y) the Borrower is in compliance with the covenants set forth in Sections 6.16 and Section 6.17 (assuming for purposes of this Section 2.18(a) that the Commitments, including any proposed increase in Commitments, are fully drawn) (as evidenced by a certificate of a Financial Officer delivered to the Administrative Agent ~~(which shall promptly notify~~ on the ~~Lenders~~date the Borrower submits a Commitment Increase Notice), the Borrower may at any time and from time to time ~~(but not more than five times),~~ request an increase of the aggregate Commitments by notice under Section 2.18(a) or (b) to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $25,000,000, (ii) the cumulative increase in Commitments pursuant to this Section 2.18 shall not exceed $50,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the ~~Revolving Credit~~ Lenders’ Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $~~250,000,000~~350,000,000 without the approval of the Required Lenders. ~~Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by~~ If the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender elects to increase ~~its Revolving Credit~~ the aggregate Commitments by increasing the Commitment ~~or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3~~of a Lender, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and such Lender shall execute an agreement (a “Commitment Increase Agreement”), in substantially the ~~Lenders providing~~ form attached hereto as Exhibit B, whereupon such Lender shall be bound by and entitled to the ~~Incremental Term Loans~~ benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of “Commitment” in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. No Lender shall have any obligation whatsoever to agree to increase its Commitment. Each Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the ~~amortization schedule~~ Administrative Agent at the same time as that of all other increasing Lenders. (b) The Borrower may, in ~~respect of such Incremental Terms Loans pursuant to Section 3.2(e)~~its sole discretion, ~~and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that~~ but with the ~~weighted average life to maturity~~ consent of the ~~Incremental Term Loans~~ Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be ~~shorter than~~ unreasonably withheld or delayed), offer to one or more additional banks or financial institutions the ~~existing weighted average life~~ opportunity to ~~maturity~~ participate in all or a portion of the ~~Initial Term Loans at~~ increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent with a Commitment Increase Notice. Promptly and in any event within five (5) Business Days after receipt of a Commitment Increase Notice from the Borrower of its desire to offer to the additional banks or to financial institutions identified therein or such ~~time. The~~ additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall ~~promptly~~ notify ~~the Lenders~~ such proposed lenders of the ~~final allocation~~ opportunity to participate in all or a portion of ~~such increase and~~ the ~~Increase Effective Date~~increased Commitments. (c) ~~As a condition precedent to such increase, (i) no Default shall exist, (ii)~~ Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments shall ~~(x)~~ execute and deliver to the Administrative Agent a New Lender Agreement (1a “New Lender Agreement”), in substantially the form attached hereto as Exhibit C, setting forth its Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a ~~Joinder~~ Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of “Commitment” in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $5,000,000. Each New Lender Agreement ~~executed~~ shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the ~~applicable Lender(s~~Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.18(c) or any Lender’s Commitment is increased pursuant to Section 2.18(a), additional Revolving Loans made on or after, participations in Letters of Credit issued on or after, and participations in Swingline Loans made on or after, the effectiveness thereof (2the “Re-Allocation Date”) ~~a certificate dated as of the Increase Effective~~ shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant except to the ~~terms~~ extent that any such pro rata Loans or participations in Letters of ~~the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving~~ Credit ~~Commitment and/or the Term Loan Commitment~~or Swingline Loans, as the case may be, would result in any Lender exceeding its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of ~~each Increasing Lender~~ Loans outstanding on such Re-Allocation Date shall be ~~increased~~ effected by ~~the amount offered by (or, if applicable, allocated to)~~ repayment of such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on ~~a day other than~~ the last day of an the Interest Period ~~therefor~~applicable thereto or, ~~then~~ in the case of ABR Loan, on the date of such ~~prepayment or conversion~~ increase, and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be ~~subject~~ paid thereon to the ~~provisions of Section 3.12~~respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Natural Resource Partners Lp)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Closing Date to increase the aggregate Commitments hereunder in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least 10 Business Days’ (or such lesser period as the Administrative Agent may reasonably agree) prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall ~~promptly notify~~ be at least $5,000,000 and in increments of $1,000,000 thereafter, and the ~~Lenders~~requested date of increase (the “Requested Increase Date”). The Borrower may, but shall not be obligated to, offer to any Lender the right to provide all or any portion of the Requested Increase Amount. No Lender shall have any obligation whatsoever to offer to increase its Commitment by an amount specified by the Borrower ~~may from time~~ or otherwise. Any Lender that so offers to ~~time~~ increase its Commitment, which increase is accepted by the Borrower, is herein called an “Increasing Lender”. (~~but not more than five times), request an increase in~~ ii) If the aggregate amount of the ~~Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made~~ increases offered and accepted pursuant to ~~this Section 2.3(a)~~clause (i) above, ~~hereafter referred~~ if any, is less than the Requested Increase Amount, the Borrower may, through the Administrative Agent, offer the balance of the Requested Increase Amount to ~~as an “Incremental Term Loan”)~~one or more Eligible Assignees; provided that the ~~aggregate amount of all increases in the amount of the Aggregate Commitments pursuant~~ Commitment to ~~this Section 2.3~~ be acquired hereunder by any such Eligible Assignee shall not ~~exceed $250,000,000. Such increase in the Aggregate Commitments may~~ be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of less than $1,000,000. ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein ~~shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder~~called an “Additional Lender”. (biii) If Effective on the ~~Aggregate Commitments are increased in accordance with this Section 2.3~~Requested Increase Date, subject to the terms and conditions hereof, (ix) ~~the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and~~ Schedule I ~~attached hereto~~ shall be ~~automatically updated~~ deemed amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by the amount ~~offered~~ agreed by ~~(or, if applicable, allocated to)~~ such Increasing Lender and the ~~Aggregate Commitments~~ Borrower, and (z) each Additional Lender shall ~~be increased (~~enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment ~~Percentages adjusted~~in the amount determined pursuant to clause (ii) ~~accordingly~~above, and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (div) ~~This Section 2.3~~ If on the Requested Increase Date there are borrowings of Committed Loans outstanding hereunder, appropriate adjustments shall ~~supersede any provisions in Section 3.8 or 10.1~~ be made (by the making of borrowings of Committed Loans by the Increasing Lenders and the Additional Lenders and/or the prepayment of outstanding borrowings of Committed Loans) as necessary to cause the ~~contrary~~outstanding borrowings of Committed Loans to be held ratably by all Lenders. (eb) ~~The parties hereto agree that~~Anything in this Section 4.4 to the contrary notwithstanding, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any no increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ aggregate Commitments hereunder pursuant to ~~the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must~~ this Section shall be ~~prepaid or converted~~ effective unless: (~~in whole or in part~~i) on ~~a day~~ the relevant Requested Increase Date and after giving effect to such increase, (x) no Default under Section 10.1.1 or 10.1.3 or Event of Default shall have occurred and be continuing and (y) the representations and warranties contained in Section 7 (other than ~~the last day of an Interest Period therefor, then such prepayment or conversion~~ those contained in Section 7.5) shall be ~~subject~~ true and correct in all material respects as of the Requested Increase Date and after giving effect thereto, with the same effect as though made on the Requested Increase Date, except to the ~~provisions~~ extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of ~~Section 3.12~~such earlier date; and (ii) after giving effect to any such increase the aggregate amount of the Commitments shall not exceed $4,000,000,000.

Appears in 2 contracts

Sources: Revolving Credit Agreement, Revolving Credit Agreement (AerCap Holdings N.V.)

Increase of Commitments. ~~(a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders)~~The Borrowers may at any time, ~~the Borrower may~~ or from time to time (~~but~~ not ~~more than five times~~exceeding twice), on or before March 31, 2009, at their sole cost and expense, request an (i) any Lender to increase its Commitment (such decision to increase to be within the sole and absolute discretion of such Lender), or (ii) any other Person (each a “Proposed Lender”; each such Proposed Lender to be reasonably satisfactory to the Administrative Agent) to provide a new Commitment, by submitting a supplement to this Credit Agreement in the ~~aggregate~~ form of Exhibit J (each a “Commitment Increase Supplement”), duly executed by the Borrowers and each such Lender or Proposed Lender, as the case may be. If such Commitment Increase Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Commitment Increase Supplement and deliver a copy thereof to the Borrowers and each such Lender or Proposed Lender, as the case may be. Upon such execution and delivery of such Commitment Increase Supplement, (i) in the case of each such Lender, such Lender’s Commitment shall be increased to the amount set forth in such Commitment Increase Supplement, (ii) in the case of each such Proposed Lender, such Proposed Lender shall become a party hereto and shall for all purposes of the Credit Documents be deemed a “Lender” with a Commitment in the amount set forth in such Commitment Increase Supplement, and (iii) the Borrowers shall execute and deliver to the Administrative Agent a Revolving ~~Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~Note for each Proposed Lender providing a new Commitment; provided ~~that~~ that: (i) immediately after giving effect thereto, the ~~aggregate amount~~ sum of all increases in the ~~amount of the Aggregate~~ Commitments ~~pursuant to this Section 2.3~~ shall not exceed $~~250,000,000. Such~~ 75,000,000; (ii) each such increase shall be in ~~the Aggregate Commitments may~~ an amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (iii) if Revolving Loans would be ~~provided by the Lenders or Eligible Assignees designated by the Borrower that are willing~~ outstanding immediately after giving effect to ~~provide~~ such increase, then simultaneously with such increase (~~an “Increasing~~ 1) each Lender (including each such Proposed Lender”) shall be deemed to have entered into a master Assignment and ~~to become Lenders pursuant to a “Joinder Agreement”~~Assumption, ~~substantially~~ in form of and substance substantially similar to Exhibit KA, pursuant to which the Lenders (including such ~~Increasing Lender~~ Proposed Lenders) shall ~~become a party~~ have assigned to ~~this Agreement; provided that any~~ each other such ~~increases~~ portion of its Revolving Loans, if any, as shall be ~~in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed~~ necessary to ~~be, a commitment on~~ reflect proportionately the ~~part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate~~ Commitments ~~are increased~~ as adjusted in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s2.3(d), and (2) ~~a certificate dated as of the Increase Effective Date~~ in connection with such assignment, each such Lender (~~in sufficient copies for~~ including each such Proposed Lender) ~~signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting~~ shall pay to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, for the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans account of the other ~~Lenders (rather than fund its Commitment Percentage~~ Lenders, such amount as shall be necessary to appropriately reflect such assignment to it of ~~all outstanding~~ Revolving ~~Loans concurrently with the applicable increase) with a view toward minimizing breakage costs~~ Loans, and ~~transfers of funds~~ in connection with ~~any increase in~~ such master Assignment and Assumption each Lender may treat the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence),~~ assignment of LIBOR Loans by it as a ~~result~~ prepayment of ~~a non-pro-rata increase in the Aggregate Commitments, any Eurodollar~~ such LIBOR Loans ~~must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions~~ for purposes of Section ~~3.12~~3.7; and (iv) the Administrative Agent shall have received such certificates, legal opinions and other documents as it shall reasonably request in connection with such increase.

Appears in 2 contracts

Sources: Credit Agreement (Highland Funds I), Credit Agreement (Highland Floating Rate Fund)

Increase of Commitments. (i) The Borrowers’ Agent, on behalf of the U.S. Borrowers, may request the right on one or more occasions to effectuate an increase of the U.S. Revolving Credit Commitments (any such increase, a “Commitment Increase”), in an aggregate amount of up to $250,000,000 for all such Commitment Increases (the “Commitment Increase Cap”) during the term of this Agreement by delivering a notice of the requested Commitment Increase to the Agent in a form reasonably acceptable to the Agent (a “Notice of Requested Commitment Increase”), provided that, in each case: (a) ~~Upon notice~~ no Commitment Increase may be in an amount less than $20,000,000, (b) the proposed Commitment Increase shall have been consented to in writing by (i) each U.S. Lender (if any) who is increasing its U.S. Revolving Credit Commitment and/or (ii) any other bank or financial institution acceptable to the ~~Administrative~~ Borrowers’ Agent, the Agent, the Letter of Credit Issuer and the U.S. Swingline Lender that has agreed to become a Lender in respect of all or a portion of the Commitment Increase (a “New Lender”), (c) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap, (d) no Default or Event of Default shall exist both before and after giving effect to the Commitment Increase, (e) all fees and expenses owing to the Agent or the Lenders in respect of the Commitment Increase shall have been paid and (~~which~~ f) on or prior to the date of the Commitment Increase, each New Lender shall ~~promptly notify~~ make a representation and warranty to the ~~Lenders~~Agent whether it has an Eligible Canadian Affiliate, and (i) if it has an Eligible Canadian Affiliate, on the date of the Commitment Increase, the Eligible Canadian Affiliate of such New Lender shall be assigned (and if required under Section 2.8(b)(ii), the ~~Borrower may from time~~ Eligible Canadian Affiliate of such New Lender shall agree to ~~time (but not more than five times~~be a Canadian Funding Bank), ~~request an increase in~~ and all other applicable Canadian Lenders shall assign to the ~~aggregate amount~~ Eligible Canadian Affiliate of such New Lender, a Canadian Revolving Credit Commitment such that after giving effect to each such assignment on the date of the Commitment Increase, the Canadian Revolving Credit Commitments ~~and/or~~ shall be allocated among the ~~Term Loan~~ Canadian Lenders ratably based on the respective U.S. Revolving Credit Commitments ~~(any Term Loan made pursuant~~ of the U.S. Lenders to ~~this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~which the Canadian Lenders are related; provided that the aggregate amount of ~~all increases~~ the Canadian Revolving Credit Commitments shall not be changed solely as a result of a Commitment Increase, or (ii) if it does not have an Eligible Canadian Affiliate, on the date of the Commitment Increase, such New Lender shall purchase and be deemed to purchase from the Canadian Funding Banks a Canadian Loan Participation in the Canadian Revolving Loans outstanding on such date, and the amount of Canadian Loan Participations held or deemed held by other applicable Lenders shall be reduced such that after giving effect to each such purchase on such date, the Canadian Loan Participations shall be held by the U.S. Lenders that do not have a related Canadian Lender ratably based on their respective U.S. Revolving Credit Commitments. The Notice of Requested Commitment Increase shall specify: (i) the amount of the ~~Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such~~ requested increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its U.S. Revolving Credit ~~Commitment or Term Loan Commitment hereunder. (b) If the Aggregate~~ Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity requested date of the ~~Incremental Term Loans~~ increase in the U.S. Revolving Credit Commitments (which shall ~~not~~ be ~~shorter than~~ at least 15 days from the ~~existing weighted average life to maturity~~ date of delivery of the ~~Initial Term Loans at~~ Notice of Requested Commitment Increase). Each Notice of Requested Commitment Increase shall be binding on all U.S. Borrowers. Upon the effective date of any such ~~time. The Administrative~~ Commitment Increase, Borrowers’ Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the ~~Administrative~~ Agent ~~(1)~~ a ~~Joinder~~ certificate of the chief financial officer of Borrowers’ Agent certifying that no Event of Default then exists or would be caused thereby. Upon the effective date of any Commitment Increase, the Agent shall have received amendments to this Agreement ~~executed by the Borrower~~ and the ~~applicable Lender(s)~~other Loan Documents, Incremental Assumption Agreements for each Lender or New Lender committing to such Commitment Increase, and, if requested, opinion letters and ~~(2) a certificate dated as~~ such other agreements, documents and instruments reasonably requested by and reasonably satisfactory to the Agent in its reasonable discretion evidencing and setting forth the conditions of the ~~Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching~~ Commitment Increase. Upon the ~~resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms~~ effective date of ~~the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date~~any Commitment Increase, the ~~Revolving Credit Commitment and/or~~ Maximum Revolver Amount and the ~~Term Loan Commitment, as the case may be, of each Increasing Lender~~ Maximum U.S. Revolver Amount shall be automatically increased by the ~~amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the~~ Commitment ~~Percentages adjusted) accordingly~~Increase. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 2 contracts

Sources: Credit Agreement (United Rentals North America Inc), Credit Agreement (United Rentals Inc /De)

Increase of Commitments. ~~(a) Upon~~ The Borrower may, by written notice to the Administrative Agent on up to four (~~which shall promptly notify~~ 4) occasions during the ~~Lenders)~~period from the Closing Date to the Facility Termination Date, request (i) incremental Revolving Commitments (the “New Revolving Commitments”) or (ii) the establishment of one or more new term loan commitments (the “New Term Commitments”, and together with the New Term Commitments, the ~~Borrower may from time~~ “Incremental Commitments”) in an amount not to ~~time (but not more than five times), request an increase in~~ exceed the aggregate amount of $500,000,000 for all Incremental Commitments from one or more additional Lenders (which may include any existing Lender) willing to provide such Incremental Commitments in their own discretion. Each such request for an Incremental Commitment shall be in the ~~Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate~~ minimum amount of ~~all increases in~~ $25,000,000. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the ~~amount~~ assistance of the ~~Aggregate Commitments pursuant~~ Borrower, to ~~this Section 2.3 shall not exceed $250,000,000~~arrange a syndicate of Lenders willing to hold the requested Incremental Commitments. ~~Such increase in the Aggregate Commitments may be provided by the~~ If (x) Lenders ~~or Eligible Assignees designated by the Borrower that~~ are willing to provide such New Revolving Commitments, the Revolving Commitments may be increased from time to time by the addition of a new Revolving Lender or the increase of the Revolving Commitment of an existing Lender (an each, a “~~Increasing~~ New Revolving Lender”) with the consent of only the Borrower, the Administrative Agent, and such New Revolving Lenders or (y) Lenders are willing to ~~become~~ provide such New Term Commitments, term loans may be made hereunder (the “New Term Loans”) by such Lenders ~~pursuant to~~ (each, a “~~Joinder Agreement~~New Term Lender”) with the consent of only the Borrower, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and such New Term Lenders, in each case so long as the ~~Borrower~~ Aggregate Commitment plus the aggregate amount of New Term Loans made hereunder does not exceed $1,450,000,000 less any voluntary reductions in the Revolving Commitments after the Closing Date pursuant to Section 2.1(c). Nothing in this Section 2.1(d) shall ~~determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto~~ constitute or be deemed to constitute an agreement by any Lender to provide Incremental Commitments hereunder. Any Incremental Commitments shall be ~~automatically updated~~ evidenced by the execution and delivery of an amendment to ~~reflect the same and (ii)~~ this Agreement by the Borrower, the Administrative Agent and the New Revolving Lenders or New Term Lenders, as applicable, providing such Incremental Commitment, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. Each such amendment executed in connection with an Incremental Commitment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the good faith judgment of Administrative Agent, to effect the provisions of this Section 2.1(d), subject to approval by the Borrower and the New Revolving Lenders or New Term Lenders, as applicable, including without limitation to (w) include the New Revolving Lenders and/or New Term Lenders as “Lenders” hereunder, (x) include the New Revolving Commitments and/or New Term Commitments as “Commitments” hereunder, (y) to include the New Revolving Loans and New Term Loans as “Loans” hereunder, and (z) to include the New Revolving Lenders, the New Revolving Commitments and the New Revolving Loans and/or the New Term Lenders, the New Term Commitments and the New Term Loans for purposes of the definition of “Required Lenders”; provided however, that any amendments to Articles V through VIII, inclusive, that adversely affect a Lender or any amendment to provisions of this Agreement other than those effecting this Section 2.1(d) shall ~~agree to the amortization schedule in respect of such Incremental Terms Loans pursuant~~ be subject to Section ~~3.2(e),~~ 8.2. All such amendments and ~~as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that~~ joinder agreements entered into with the ~~weighted average life to maturity of~~ applicable Loan Parties by the ~~Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The~~ Administrative Agent shall ~~promptly notify~~ be binding and conclusive on all Lenders. On the ~~Lenders~~ effective date of ~~the final allocation of~~ each such increase in the Revolving Commitments, the Borrower and the ~~Increase Effective Date. (c~~Administrative Agent shall cause the New Revolving Lenders to hold their pro rata share of all ratable Revolving Borrowings outstanding at the close of business on such day, by either funding more than its or their pro rata share of new ratable Revolving Borrowings made on such date or purchasing shares of outstanding ratable Revolving Loans held by the other Revolving Lenders or a combination thereof. The Revolving Lenders agree to cooperate in any required sale and purchase of outstanding ratable Revolving Borrowings to achieve such result. The Borrower agrees to pay all fees associated with the increase in the Aggregate Commitment including any amounts due under Section 3.4 in connection with any reallocation of Eurocurrency Borrowings. In no event will such New Revolving Lenders be required to fund or purchase a portion of any Competitive Bid Loan to comply with this Section 2.1(d) ~~As a condition precedent to~~ on such ~~increase~~date. On the effective date of any New Term Commitments of any Series, (i) each New Term Lender of any Series shall make a New Term Loan to the Borrower in an amount equal to its New Term Commitment of such Series, and (ii) each New Term Lender of any Series shall become a Lender hereunder with respect to the New Term Commitments of such Series and the New Term Loans of such Series made pursuant thereto. Any New Term Loans made on such effective date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. The terms and provisions of the New Revolving Loans and New Revolving Commitments shall be identical to the existing Revolving Loans and Revolving Commitments. The terms of any New Term Loans of any Series (a) shall not provide for any amortization payments on or prior to the Facility Termination Date, but may permit voluntary prepayment, (b) shall provide that the applicable New Term Loan maturity date of each Series shall be no ~~Default~~ earlier than the Facility Termination Date, (c) shall ~~exist~~provide that any guarantees provided in respect of the New Term Loans shall also guarantee the other Obligations and (d) shall include such other terms and pricing as may be agreed by the Borrower, the Administrative Agent and the New Term Lenders. Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.1(d) unless (i) on the date of such effectiveness, the conditions set forth in Section 4.2 shall be satisfied or otherwise waived by the Lenders with Incremental Commitments and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower as to the board resolutions evidencing authority for such Incremental Commitment and as to any changes to the formation documents of the Borrower since the Closing Date, (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 6.18 after giving effect to the Loans to be made on such date pursuant to such Incremental Commitments and the application of the proceeds therefrom as if made and applied on such date, (xiv) the Borrower shall deliver any legal opinions reasonably requested by the Administrative Agent in connection with such Incremental Commitments, consistent with those delivered on the Closing Date, and (v) the Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent pursuant to Section 9.7 and all agreed-upon fees payable to the Administrative Agent ~~(1) a Joinder Agreement executed by the Borrower~~ and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving New Revolving Lenders or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the New Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other LenderLenders, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with ~~any increase in the Aggregate~~ such Incremental Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 2 contracts

Sources: Credit Agreement (SITE Centers Corp.), Credit Agreement (DDR Corp)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative ~~Agent (~~Agent, which shall promptly ~~notify~~ deliver a copy thereof to each of the Lenders, at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $5 million and shall not exceed the ~~Borrower may from time~~ Maximum Incremental Facilities Amount, the requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to ~~time (but not more than five times), request~~ participate in the Commitment Increase must commit to an increase in the ~~aggregate~~ amount of ~~the Revolving Credit Commitments and/or the Term Loan~~ their respective Commitments (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ the “~~Incremental Term Loan~~Commitment Date”)~~; provided~~ . Each Lender that ~~the aggregate amount of all increases~~ is willing in ~~the amount of the Aggregate Commitments pursuant~~ its sole discretion to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ participate in ~~the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such ~~increase~~ requested Commitment Increase (each an “Increasing Lender”) ~~and~~ shall give written notice to ~~become~~ the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders ~~pursuant~~ are willing to ~~a “Joinder Agreement”~~participate in the requested Commitment Increase. In addition, ~~substantially~~ the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in ~~form~~ any portion of ~~Exhibit K~~the requested Commitment Increase; provided, ~~pursuant to which~~ however, that the Commitment of each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ Eligible Assignee shall be in ~~a minimum~~ an amount of not less than $~~10,000,000~~ 1 million or ~~a higher~~ an integral multiple of $~~1,000,000~~1 million in excess thereof (or equal to the total remaining capacity under the Maximum Incremental Facilities Amount). ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall ~~constitute, or otherwise~~ be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be ~~automatically updated~~ amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount ~~offered~~ by which such Lender is willing to increase its Commitment), and (z) each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (iv) If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to each such Commitment Increase. (b) Anything in this Section 2.23 to the contrary notwithstanding, no increase in the aggregate Commitments hereunder pursuant to this Section 2.23 shall be effective unless: (i) as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and immediately after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; provided that to the extent the proceeds of any Requested Increase Amount are intended to be applied to finance a Limited Condition Transaction, if agreed to by the Increasing Lenders or the Additional Lenders providing such Requested Increase Amount, (x) the only representations and warranties that will be required to be true and correct in all material respects (or, ~~if applicable~~in the case of any representations and warranties qualified by materiality or Material Adverse Effect, ~~allocated to~~in all respects) as of the applicable closing date for such ~~Increasing Lender and the Aggregate Commitments~~ Requested Increase Amount shall be ~~increased~~ (A) the Specified Representations, and (B) in the ~~Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions~~ case of an acquisition, such of the representations and warranties made by or on behalf of the applicable acquired company or business in ~~Section 3.8 or 10.1~~ the applicable acquisition agreement as are material to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans interests of the ~~other~~ Increasing Lenders ~~(rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with~~ or the Additional Lenders, but only to the extent that Holdings or the applicable ~~increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in~~ Subsidiary has the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant~~ right to ~~the foregoing sentence),~~ terminate its obligations under such acquisition agreement or not consummate such acquisition as a result of a ~~non-pro-rata increase~~ breach of such representations or warranties in such acquisition agreement, and (y) the ~~Aggregate Commitments~~only condition with respect to absence of a Default or Event of Default shall be the absence of a Default or Event of Default at the time such acquisition agreement or other applicable definitive documentation or announcement document is entered into or publicly disclosed; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such Increasing Lender or Additional Lender is provided with the benefit of the applicable Loan Documents; (iii) subject to Section 1.08, after giving effect to such Commitment Increases, the aggregate principal amount of all such Commitment Increases incurred or issued since the Effective Date, together with any Incremental Term Loan Facilities incurred or issued since the Effective Date, shall not exceed the then Maximum Incremental Facilities Amount; (iv) subject to Section 1.08, after giving effect to any such Commitment Increase, the Loan Parties shall be in pro forma compliance with the Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) delivered to the Administrative Agent and the Borrower shall have delivered to the Administrative Agent reasonably detailed calculations demonstrating such compliance; and (v) except as otherwise specifically set forth herein or as may otherwise be agreed by the Administrative Agent, all of the other terms and conditions applicable to such Commitment Increase shall be identical to the terms and conditions applicable to the Revolving Credit Loans (other than with respect to any upfront fees, which may be as agreed by the Borrower and the Lenders providing such Commitment Increase). For the avoidance of doubt, any ~~Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion~~ loans under any Commitment Increase shall be ~~subject~~ treated ratably in terms of right to payment and prepayment with loans under the Revolving Credit Loans and/or Commitments outstanding prior to the ~~provisions~~ effectiveness of ~~Section 3.12~~such Commitment Increase.

Appears in 2 contracts

Sources: Credit Agreement (Integral Ad Science Holding Corp.), Credit Agreement (Integral Ad Science Holding Corp.)

Increase of Commitments. ~~(a) Upon~~ Provided there exists no Event of Default, the Borrower may, during the period beginning on the Effective Date to and including the date that is six months prior to the Termination Date, by written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time (but not more than five times), request an increase in the aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated executed by the Borrower ~~that are willing~~ and one or more financial institutions (any such financial institution referred to ~~provide such increase (~~in this Section being called an “Increasing Lender”), which may include any Lender, cause the Commitments to be extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to be increased, as the case may be) ~~and to become Lenders~~ in an amount for each Increasing Lender set forth in such notice; provided, that (i) each extension of new Commitments or increase in existing Commitments pursuant to this paragraph shall result in the aggregate Commitments being increased by no less than $25,000,000, (ii) no extension of new Commitments or increase in existing Commitments pursuant to this paragraph may result in the aggregate Commitments exceeding $500,000,000, (iii) each Increasing Lender, if not already a Lender hereunder (any such Increasing Lender, a “~~Joinder Agreement~~New Lender”), ~~substantially in form~~ shall be subject to the approval of ~~Exhibit K~~the Administrative Agent (which approval shall not be unreasonably withheld), ~~pursuant to which such Increasing~~ (iv) each New Lender shall become a party to this ~~Agreement; provided that~~ Agreement by completing and delivering to the Administrative Agent a duly executed New Lender Agreement and (v) an in no event shall any ~~such increases shall~~ existing Lender be ~~in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender~~ required to increase its ~~Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If~~ Commitment. New Commitments and increases in Commitments shall become effective on the ~~Aggregate Commitments are increased~~ date specified in ~~accordance with~~ the applicable notices delivered pursuant to this ~~Section 2.3~~paragraph. Upon the effectiveness of any New Lender Agreement to which any New Lender is a party, (i) such New Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such New Lender as provided in such New Lender Agreement. Upon the effectiveness of any increase pursuant to this Section 2.19 in the Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.19 unless, on the date of such increase, the Administrative Agent ~~and the Borrower~~ shall ~~determine (A)~~ have received a certificate, dated as of the effective date ~~(the “Increase Effective Date”), and (B) the final allocation~~ of such increase and ~~Schedule I attached hereto~~ executed by a Financial Officer, to the effect that the conditions set forth in paragraphs (a), (b) and (d) of Section 4.02 shall be ~~automatically updated~~ satisfied (with all references in such paragraphs to ~~reflect~~ a Borrowing being deemed to be references to such increase and attaching resolutions of the ~~same and (ii) the Borrower~~Borrower approving such increase). Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, ~~the Administrative Agent and the Lenders providing the Incremental Term~~ any Loans ~~shall agree~~ outstanding prior to the ~~amortization schedule in respect~~ effectiveness of such ~~Incremental Terms~~ increase or extension shall continue to be outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall so elect, refinanced with new Loans made pursuant to Section ~~3.2(e), and as provided~~ 2.01(a) ratably in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently accordance with the ~~applicable~~ Commitments in effect following such extension or increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 2 contracts

Sources: Credit Agreement (Cardtronics Inc), Credit Agreement (Cardtronics Inc)

Increase of Commitments. (a) ~~Upon~~ The Borrower shall have the right at any time after the Closing Date to increase the aggregate Commitments hereunder in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least 20 Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, and the requested date of increase (the “Requested Increase Date”). Each Lender shall have the right, but no obligation whatsoever, by written notice to the Borrower through the Administrative Agent (not less than 10 Business Days after the date of said Notice of Increase, to offer to increase its Commitment by an amount specified by such Lender, which shall ~~promptly notify~~ not be less than $1,000,000 and shall not exceed the ~~Lenders), the Borrower may from~~ Requested Increase Amount. Any Lender that so offers to increase its Commitment is herein called an “Increasing Lender”. Any Lender that does not so offer within such time shall be deemed to ~~time~~ have declined to increase its Commitment. (~~but not more than five times), request an increase in~~ ii) If the aggregate amount of the ~~Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made~~ increases offered pursuant to ~~this Section 2.3(a)~~sub-clause (i) above exceeds the Requested Increase Amount, ~~hereafter referred to as an “Incremental Term Loan”); provided that~~ the increase shall be allocated ratably among the Increasing Lenders. (iii) If the aggregate amount of ~~all~~ the increases ~~in the amount of the Aggregate Commitments~~ offered pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, sub-clause (i) above is less than the Requested Increase Amount, the Borrower may, through the Administrative ~~Agent and~~ Agent, offer the ~~Borrower shall determine (A)~~ balance of the ~~effective date (the “~~Requested Increase ~~Effective Date”)~~Amount to one or more other financial institutions, ~~and (B) the final allocation~~ each of ~~such increase and Schedule I attached hereto shall~~ which must be ~~automatically updated~~ reasonably satisfactory to ~~reflect the same and (ii) the Borrower,~~ the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this AgreementAgent; provided, that the ~~weighted average life~~ Commitment to ~~maturity of the Incremental Term Loans~~ be acquired hereunder by any such other financial institution shall not be ~~shorter~~ less than ~~the existing weighted average life~~ $1,000,000. Any such other financial institution that agrees to ~~maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date~~acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (civ) ~~As a condition precedent~~ Effective on the Requested Increase Date, subject to ~~such increase~~the terms and conditions hereof, ~~(i) no Default shall exist, (ii) the Borrower shall~~ (x) ~~deliver~~ Schedule I shall be deemed amended to reflect the ~~Administrative Agent~~ increases contemplated hereby, (1y) ~~a Joinder Agreement executed by~~ the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by the amount ~~offered by~~ determined pursuant to sub-clauses (ori) and (ii) above, ~~if applicable, allocated to~~and (z) ~~such Increasing~~ each Additional Lender shall enter into an agreement in form and substance satisfactory to the Borrower and the ~~Aggregate Commitments~~ Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in the amount determined pursuant to sub-clause (iii) above, and such Additional Lender shall thereupon be ~~increased (and the Commitment Percentages adjusted) accordingly~~deemed to be a Lender for all purposes of this Agreement. Each Additional Lender may request a Note in accordance with Section 2.17(d). (dv) ~~This Section 2.3~~ If on the Requested Increase Date there are Advances outstanding hereunder, appropriate adjustments shall ~~supersede any provisions in Section 3.8 or 10.1~~ be made (by the making of Advances by the Increasing Lenders and the Additional Lenders and/or the prepayment of outstanding Advances) as necessary to cause the ~~contrary~~outstanding Advances to be held ratably by all Lenders. (evi) The ~~parties hereto agree that~~Borrower may not exercise its rights under this Section 2.19 more than once in each successive annual period commencing on the Closing Date. (b) Anything in this Section 2.19 to the contrary notwithstanding, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any no increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ aggregate Commitments hereunder pursuant to this Section shall be effective unless: (i) as of the ~~foregoing sentence)~~date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, ~~as a result~~ (x) no Default or Event of ~~a non-pro-rata increase~~ Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article 4 (subject to updating in the ~~Aggregate Commitments~~case of Sections 4.01(n) and 4.01(o)) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an earlier date, ~~any Eurodollar Loans must~~ in which case such representations and warranties shall be ~~prepaid or converted~~ true and correct in all material respects as of such earlier date); (~~in whole or in part~~ii) on ~~a day other than~~ and as of the ~~last day~~ date of ~~an Interest Period therefor~~the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, ~~then such prepayment or conversion~~ the M▇▇▇▇’▇ Rating and the S&P Rating shall be ~~subject~~ at least equal to Baa3 and BBB- respectively; (iii) the ~~provisions~~ Borrower shall not previously have reduced the Commitments under Section 2.04; and (iv) after giving effect to any such increase the aggregate amount of ~~Section 3.12~~the Commitments shall not exceed $300,000,000.

Appears in 2 contracts

Sources: Credit Agreement (Coca Cola Bottling Co Consolidated /De/), Credit Agreement (Coca Cola Bottling Co Consolidated /De/)

Increase of Commitments. ~~(a) Upon notice~~ With the prior consent of the Agent, such consent not to ~~the Administrative Agent (which shall promptly notify the Lenders)~~be unreasonably withheld, conditioned or delayed, the Borrower ~~may from~~ shall have the right at any time prior to ~~time~~ the date one year prior to the Termination Date (~~but not more than five times),~~ without giving effect to any extension thereof pursuant to Section 2.9.) to request an increase in the aggregate amount of the ~~Revolving Credit Commitments and/or the Term Loan~~ Commitments (provided that after giving effect to any ~~Term Loan made~~ increases in the Commitments pursuant to this ~~Section 2.3(a)~~Section, ~~hereafter referred to as an “Incremental Term Loan”); provided that~~ the aggregate amount of ~~all~~ the Commitments may not exceed $325,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than two (2) requests for increases in the aggregate amount of the ~~Aggregate~~ Commitments ~~pursuant to~~ during the term of this ~~Section 2.3 shall not exceed $250,000,000~~Agreement. ~~Such~~ Each such increase in the ~~Aggregate~~ Commitments ~~may~~ must be ~~provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (~~in an ~~“Increasing Lender”)~~ aggregate minimum amount of $25,000,000 and ~~to become Lenders pursuant to a “Joinder Agreement”, substantially~~ integral multiples of $5,000,000 in ~~form of Exhibit K, pursuant to which such Increasing~~ excess thereof. No Lender shall ~~become~~ be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement~~; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~, or ~~otherwise be deemed to be, a commitment on the part of~~ if any existing Lender agrees to increase its ~~Revolving Credit~~ Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or ~~Term Loan~~ in the case of an existing Lender, increase the amount of its Commitment ~~hereunder. (b) If~~ Percentage), in each case, as determined after giving effect to the ~~Aggregate Commitments are increased~~ increase of Commitments, of any outstanding Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in ~~accordance with this Section 2.3~~same day funds, ~~(i)~~ an amount equal to the ~~Administrative Agent and the Borrower shall determine~~ sum of (A) the ~~effective date (~~portion of the ~~“Increase Effective Date”), and~~ outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the ~~final allocation~~ outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect thereto (except for representations or warranties which expressly relate solely to ~~such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons~~an earlier date). On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in In connection with any increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the ~~foregoing sentence)~~Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as ~~a result~~ appropriate, in the amount of ~~a non-pro-rata~~ such Lender’s Commitment within five (5) Business Days of the effectiveness of the applicable increase in the ~~Aggregate~~ aggregate amount of Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 2 contracts

Sources: Construction Loan Agreement (Corporate Office Properties Trust), Construction Loan Agreement (Corporate Office Properties Trust)

Increase of Commitments. (a) ~~Upon notice~~ Subject to the ~~Administrative Agent (which shall promptly notify the Lenders~~conditions set forth in Section 2.06(b), the Borrower may ~~from~~ increase the Total Commitment then in effect by increasing the Commitment of a Lender or by causing a Person that is acceptable to the Administrative Agent that at such time is not a Lender to become a Lender (any such Person that is not at such time a Lender and becomes a Lender, an “Additional Lender”). (~~but not more than five times), request an~~ b) Any increase in the ~~aggregate~~ Total Commitment shall be subject to the following additional conditions: (i) such increase shall not be less than $25,000,000 unless the Administrative Agent otherwise consents; (ii) no Default shall have occurred and be continuing on the effective date of such increase or would result therefrom; (iii) no Lender’s Commitment may be increased without the consent of such Lender; (iv) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such increase, except (x) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such increase, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (y) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects; (v) the maturity date of such increase shall be no earlier than the Maturity Date; (vi) the Weighted Average Life to Maturity of such increase shall be no shorter than the remaining Weighted Average Life to Maturity of the existing Loans; (vii) subject to the restrictions set forth in Sections 2.06(b)(v) and 2.06(b)(vi), the amortization schedule for such increase shall be determined by the Borrower and Lenders and Additional Lenders participating in such increase; (viii) except as otherwise required or permitted by this Section 2.06(b)(viii), the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other fees or discounts payable in connection with such increase); provided, that, (x) subject to the following clause (y), the All-in Yield of such increase may exceed the All-in Yield applicable at such time under this Agreement by no greater than fifty (50) basis points and (y) in the event the All-in Yield of such increase exceeds the All-in Yield applicable at such time under this Agreement by greater than fifty (50) basis points, the All-in Yield applicable at such time under this Agreement shall be increased in an amount equal to such excess; (ix) the Borrower is in pro forma compliance with the Financial Covenants (calculated in a manner reasonably acceptable to the Administrative Agent) whether or not a Term Loan Exclusive Period is in effect at such time and (x) during a Borrowing Base Period, no Borrowing Base Deficiency shall exist after giving effect to the increase (provided that, for the avoidance of doubt, the Borrower may elect to redetermine the Borrowing Base in accordance with Section 2.07(b)(iii) of the Revolving Credit ~~Commitments and/or~~ Agreement as in effect on the ~~Term Loan Commitments~~ date hereof for purposes of satisfying the condition set forth in this Section 2.06(b)(ix)) and (y) during an Investment Grade Period or during any Term Loan ~~made pursuant~~ Exclusive Period, the Asset Coverage Ratio shall not be less than 2.0 to ~~this Section 2.3(a)~~1.0 after giving pro forma effect to the increase; (x) if the Borrower elects to increase the Total Commitment by increasing the Commitment of a Lender, ~~hereafter referred~~ the Borrower and such Lender shall execute and deliver to ~~as an~~ the Administrative Agent a certificate substantially in the form of Exhibit H (a “~~Incremental Term Loan~~Commitment Increase Certificate”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by and (xi) if the Borrower ~~that are willing~~ elects to ~~provide such~~ increase (the Total Commitment by causing an ~~“Increasing Lender”) and~~ Additional Lender to ~~become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall~~ become a party to this Agreement~~; provided that any~~ , then the Borrower and such ~~increases~~ Additional Lender shall ~~be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed~~ execute and deliver to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent a certificate substantially in the form of Exhibit I (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500 (provided that the Administrative Agent may, in its discretion, elect to waive such processing and recordation fee in connection with any such increase), and the Borrower shall ~~determine~~ (1) if requested by the Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower and the Additional Lender, and, to the extent applicable and agreed to by the Borrower, the Administrative Agent. (c) the Borrower may seek Commitments, in its sole discretion, from either existing Lenders or, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), from additional banks, financial institutions or other institutional lenders or investors who will become Lenders hereunder; (d) subject to acceptance and recording thereof pursuant to Section 2.06(e), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid any compensation required by Section 5.02): (A) the ~~effective date (~~amount of the ~~“Increase Effective Date”)~~Total Commitment shall be increased as set forth therein, and (B) in the ~~final allocation~~ case of ~~such increase and Schedule I attached hereto~~ an Additional Lender Certificate, any Additional Lender party thereto shall be ~~automatically updated~~ a party to ~~reflect~~ this Agreement and have the ~~same~~ rights and ~~(ii) the Borrower, the Administrative Agent~~ obligations of a Lender under this Agreement and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Dateother Loan Documents. (ce) As upon its receipt of a ~~condition precedent to such increase~~duly completed Commitment Increase Certificate or an Additional Lender Certificate, ~~(i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement~~ executed by the Borrower and the ~~applicable Lender(s~~Lender or by the Borrower and the Additional Lender party thereto, as applicable, the Administrative Questionnaire referred to in Section 2.06(b)(xi) and the break-funding payments from the Borrower, if any, required by Section 5.02, if applicable, the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Total Commitment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(e). (f) upon any increase in the Total Commitment pursuant to this Section 2.06, ~~and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer~~ (A) ~~certifying and attaching~~ each Lender’s Commitment shall be automatically deemed amended to the ~~resolutions adopted~~ extent necessary so that each such Lender’s Applicable Percentage equals the percentage of the Total Commitment represented by ~~the Borrower approving or consenting~~ such Lender’s Commitment, in each case after giving effect to such increase, and (B) ~~certifying that, before and after giving effect~~ Annex I to ~~such increase no Default exists and (iii) pursuant~~ this Agreement shall be deemed amended to reflect the ~~terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit~~ Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each ~~Increasing~~ Lender ~~shall be increased by the amount offered by~~ (orincluding any Additional Lender) as thereby increased, ~~if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede~~ any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations changes in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established Lenders’ Commitments pursuant to the foregoing ~~sentence~~clause (A), ~~as a result of a non-pro-rata increase~~ and any resulting changes in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12Lenders’ Applicable Percentages.

Appears in 2 contracts

Sources: Senior Secured Term Loan Agreement (Ultra Petroleum Corp), Senior Secured Term Loan Agreement (Ultra Petroleum Corp)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Closing Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative ~~Agent (~~Agent, which shall promptly ~~notify~~ deliver a copy thereof to each of the Lenders, at least twenty (20) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, the ~~Borrower may from time~~ requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to ~~time (but not more than five times), request~~ participate in the Commitment Increase must commit to an increase in the ~~aggregate~~ amount of ~~the Revolving Credit Commitments and/or the Term Loan~~ their respective Commitments (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ the “~~Incremental Term Loan~~Commitment Date”)~~; provided~~ . Each Lender that ~~the aggregate amount of all increases~~ is willing in ~~the amount of the Aggregate Commitments pursuant~~ its sole discretion to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ participate in ~~the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such ~~increase~~ requested Commitment Increase (each an “Increasing Lender”) ~~and~~ shall give written notice to ~~become~~ the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders ~~pursuant~~ are willing to ~~a “Joinder Agreement”~~participate in the requested Commitment Increase. In addition, ~~substantially~~ the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, to participate in ~~form~~ any portion of ~~Exhibit K~~the requested Commitment Increase; provided, ~~pursuant to which~~ however, that the Commitment of each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ Eligible Assignee shall be in ~~a minimum~~ an amount of not less than $~~10,000,000~~ 1,000,000 or ~~a higher~~ an integral multiple of $~~1,000,000~~1,000,000 in excess thereof. ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) Schedule 1.1 shall ~~constitute, or otherwise~~ be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be ~~automatically updated~~ amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount ~~offered~~ by which such Lender is willing to increase its Commitment), and (~~or, if applicable, allocated to~~z) ~~such Increasing~~ each Additional Lender shall enter into an agreement in form and substance satisfactory to the Borrower and the ~~Aggregate Commitments~~ Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be ~~increased~~ deemed to be a Lender for all purposes of this Agreement. Each Additional Lender may request a Note in accordance with Section 4.5. (iv) If on the Requested Increase Date there are any Revolving Credit Loans outstanding hereunder, the outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Requested Increase Date among the Lenders (including the Increasing Lenders providing such Commitment Increase) in accordance with their revised Commitment Percentages (and the Lenders (including the Increasing Lenders providing such Commitment ~~Percentages adjusted~~Increase) ~~accordingly~~agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 10.4(d) in connection with such reallocation as if such reallocation were a repayment). (dv) ~~This~~ The Borrower may not exercise its rights under this Section ~~2.3 shall supersede any provisions~~ 4.13 more than once in ~~Section 3.8 or 10.1 to~~ each successive annual period commencing on the ~~contrary~~Closing Date. (eb) ~~The parties hereto agree that~~Anything in this Section 4.13 to the contrary notwithstanding, ~~notwithstanding any other provision~~ no increase in the aggregate Commitments hereunder pursuant to this Section shall be effective unless: (i) as of ~~this Agreement~~the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article VI (subject to updating in the case of Section 6.14) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) the Administrative Agent shall have received on or before the relevant Requested Increase Date: (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and (B) an opinion of counsel for the Borrower reasonably satisfactory to the Administrative Agent; (iii) on and as of the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, the ~~Borrower, each Increasing Lender~~ ▇▇▇▇▇’▇ Rating and ~~each other Lender, as applicable, may make arrangements reasonably satisfactory~~ the S&P Rating shall be at least equal to Baa3 and BBB- respectively; (iv) the Borrower shall not previously have reduced the Commitments under Section 2.5; and (v) after giving effect to any such ~~parties to cause an Increasing Lender to temporarily hold risk participations in~~ increase the ~~Revolving Loans~~ aggregate amount of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion Commitments shall ~~be subject to the provisions of Section 3.12~~not exceed $750,000,000.

Appears in 1 contract

Sources: Credit Agreement (Coca-Cola Consolidated, Inc.)

Increase of Commitments. ~~(a) Upon~~ Provided there exists no Event of Default, the Borrower may, during the period beginning on the Effective Date to and including the date that is six months prior to the Termination Date, by written notice to the Administrative Agent ~~(which shall promptly notify the Lenders),~~ executed by the Borrower ~~may from time to time (but not more than five times)~~and, ~~request~~ in the case of an increase in the ~~aggregate amount of~~ European Commitments, the ~~Revolving Credit Commitments and/or the Term Loan Commitments~~ European Borrower, and one or more financial institutions (any ~~Term Loan made pursuant~~ such financial institution referred to in this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (being called an “Increasing Lender”), which may include any Lender, cause the Commitments of either or both Classes to be extended by the Increasing Lenders (or cause the Commitments of either or both Classes of the Increasing Lenders to be increased, as the case may be) ~~and to become Lenders~~ in an amount for each Increasing Lender set forth in such notice; provided, that (i) each extension of new Commitments of either Class or increase in existing Commitments of either Class pursuant to ~~a “Joinder Agreement”~~this paragraph shall result in the aggregate Commitments of such Class being increased by no less than $25,000,000, ~~substantially~~ (ii) no extension of new Commitments of either Class or increase in ~~form~~ existing Commitments of ~~Exhibit K~~either Class, in each case, pursuant to ~~which~~ this paragraph may result in the aggregate Commitments exceeding $500,000,000, (iii) each Increasing Lender, if not already a Lender hereunder (any such Increasing Lender, a “New Lender”), shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld), (iv) each New Lender shall become a party to this ~~Agreement; provided that~~ Agreement by completing and delivering to the Administrative Agent a duly executed New Lender Agreement and (v) in no event shall any ~~such increases shall~~ existing Lender be ~~in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender~~ required to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder. (b) If~~ of either Class. New Commitments and increases in Commitments shall become effective on the ~~Aggregate Commitments are increased~~ date specified in ~~accordance with~~ the applicable notices delivered pursuant to this ~~Section 2.3~~paragraph. Upon the effectiveness of any New Lender Agreement to which any New Lender is a party, (i) such New Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the applicable Commitment of such New Lender as provided in such New Lender Agreement. Upon the effectiveness of any increase pursuant to this Section 2.19 in a Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect such increased Commitment of such Lender. Notwithstanding the foregoing, no increase in any Commitment (or in the Commitments of any Lender) shall become effective under this Section 2.19 unless, on the date of such increase, the Administrative Agent ~~and the Borrower~~ shall ~~determine (A)~~ have received a certificate, dated as of the effective date ~~(the “Increase Effective Date”), and (B) the final allocation~~ of such increase and ~~Schedule I attached hereto~~ executed by a Financial Officer, to the effect that the conditions set forth in paragraphs (a), (b) and (d) of Section 4.02 shall be ~~automatically updated~~ satisfied (with all references in such paragraphs to ~~reflect~~ a Borrowing being deemed to be references to such increase and attaching resolutions of the ~~same and (ii) the Borrower~~Borrower approving such increase). Following any extension of a new Commitment of either Class or increase of a Lender’s Commitment of either Class pursuant to this paragraph, ~~the Administrative Agent and the Lenders providing the Incremental Term~~ any Loans ~~shall agree~~ of such Class outstanding prior to the ~~amortization schedule in respect~~ effectiveness of such ~~Incremental Terms~~ increase or extension shall continue to be outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the Borrower shall so elect, refinanced with new Loans made pursuant to Section ~~3.2(e), and as provided~~ 2.01(a) ratably in ~~Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that~~ accordance with the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation Commitments of such ~~increase and the Increase Effective Date~~Class in effect following such extension or increase. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Cardtronics Inc)

Increase of Commitments. (a) ~~Upon~~ If no Default or Event of Default shall have occurred and be continuing, the Borrower may at any time from time to time prior to the Revolving Termination Date request one or more increases of the Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (~~which shall promptly notify the Lenders~~each such notice, a “Commitment Increase Notice”); provided, ~~the Borrower may from time to time (but not more than five times)~~however, ~~request an increase in~~ that, the aggregate amount of the Revolving ~~Credit~~ Commitments ~~and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to~~ as ~~an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3~~ so increased shall not exceed $~~250,000,000~~75,000,000. ~~Such~~ Any such Commitment Increase Notice delivered with respect to any proposed increase in the ~~Aggregate~~ Revolving Commitments may ~~be provided by~~ offer one or more Revolving Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the ~~Lenders or Eligible Assignees designated by~~ existing Revolving Commitments (prior to such increase)) of the ~~Borrower~~ increased Revolving Commitments. The Administrative Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Revolving Commitment shall notify the Administrative Agent in writing no later than ten (10) Business Days after receipt of notice from the Administrative Agent. Any Lender that ~~are willing to provide such~~ does not notify the Administrative Agent within the time period specified above that it will increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise its Revolving Commitment will be deemed to ~~be,~~ have rejected such offer. Any agreement by a ~~commitment on the part of any~~ Lender to increase its Revolving ~~Credit~~ Commitment ~~or Term Loan Commitment hereunder~~shall be irrevocable. (b) If any proposed increase in the ~~Aggregate~~ Revolving Commitments ~~are~~ is not fully subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.18(a) preceding, the Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Revolving Commitments, by notifying the Administrative Agent. Promptly and in ~~accordance with this Section 2.3~~any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Revolving Commitments. (ic) Any additional bank or financial institution which is not an existing Lender and which accepts the Borrower’s offer to participate in the increased Revolving Commitments shall execute and deliver to the Administrative Agent and the Borrower ~~shall determine~~ a new lender assumption agreement (~~A) the effective date (the “Increase Effective Date”),~~ in form and ~~(B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated~~ substance satisfactory to ~~reflect the same and (ii) the Borrower,~~ the Administrative Agent and the ~~Lenders providing the Incremental Term Loans shall agree~~ Required Lenders) (a “New Lender Agreement”) setting forth its Revolving Commitment (subject to the ~~amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e~~limitations on the amounts thereof set forth herein), and ~~as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that~~ upon the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation effectiveness of such ~~increase~~ New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Revolving Lender for all purposes and ~~the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver~~ to the ~~Administrative Agent (1)~~ same extent as if originally a ~~Joinder Agreement executed~~ party hereto and shall be bound by ~~the Borrower~~ and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant entitled to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision benefits of this Agreement, and the ~~Administrative Agent,~~ signature pages hereof shall be deemed to be amended to add the ~~Borrower, each Increasing Lender and each other~~ name of such New Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with . Upon any increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ Revolving Commitments pursuant to this Section 2.19, the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion Schedule 1.1A shall be ~~subject~~ deemed amended to reflect the ~~provisions~~ Revolving Commitment of ~~Section 3.12~~each Lender (including any New Lender) as thereby increased.

Appears in 1 contract

Sources: Credit Agreement (Perficient Inc)

Increase of Commitments. (a) ~~Upon~~ After the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to ~~time (but not more than five times)~~time, request an increase in the ~~aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~Aggregate Commitments; provided that the aggregate amount of ~~all increases in the amount of~~ the Aggregate Commitments after giving effect to any increases pursuant to this Section 2.3 shall not exceed the Aggregate Commitments in effect on the date hereof plus $~~250,000,000. Such~~ 500,000,000. (b) Each increase in the Aggregate Commitments pursuant to Section 2.3(a) may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (together with any existing Lender participating in any such increase, each, an “Increasing Lender”) and to become Lenders pursuant to a ~~“Joinder Agreement”,~~ joinder agreement substantially in form of Exhibit KJ (a “Joinder Agreement”), pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit Commitment or Term Loan~~ Commitment hereunder. (bc) If the Aggregate Commitments are increased in accordance with this Section 2.3, ~~(i)~~ the Administrative Agent and the Borrower shall determine (Ai) the effective date (the “Increase Effective Date”), ) and (Bii) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such timesame. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (cd) As a condition precedent to such increase, (i) no Default or Event of Default shall ~~exist,~~ exist and (ii) the Borrower shall (x1) deliver to the Administrative Agent (1A) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2B) a certificate dated as of the Increase Effective Date (in sufficient copies for each applicable Lender) signed by a Responsible Officer (Ax) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (By) certifying that, before and after giving effect to such increase no Default ~~exists~~ or Event of Default exists, (2) (x) upon the reasonable request of any applicable Lender made at least 5 Business Days prior to the Increase Effective Date, provide to such Lender the documentation and other information so requested in order to comply with its obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and (~~iii~~y) ~~pursuant~~ if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation deliver, to each Lender that so requests at least 5 Business Days prior to the ~~terms of the Fee Letter~~Increase Effective Date, a Beneficial Ownership Certification, and (3) pay ~~the~~ any fees to the applicable Persons. On the applicable Increase Effective Date, the ~~Revolving Credit~~ Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (de) Any increase in the Aggregate Commitments shall be made on the same terms (including interest terms, payment terms and maturity terms), and shall be subject to the same conditions as existing Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers or Increasing Lenders, as the case may be, may be different from those paid with respect to the Commitment of the Lenders on or prior to the Closing Date or with respect to any other Increasing Lender in connection with any other increase in the Aggregate Commitments pursuant to this Section 2.3). This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (ef) The Administrative Agent and the Lenders shall make Revolving Loans and/or repay Revolving Loans as necessary to cause the outstanding Revolving Loans to reflect each Lender’s Commitment Percentage after giving effect to any increase pursuant to this Section 2.3; provided that the parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any ~~Eurodollar~~ EurodollarTerm SOFR Loans and Alternative Currency Term Rate Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Affiliated Managers Group, Inc.)

Increase of Commitments. (a) ~~Upon notice~~ The Borrowers may, at any time but in any event not more than two times during any calendar year, make a written request (an “Increase Request”) to the Administrative Agent (who shall forward a copy to each Lender) that the Commitments of the Lenders be increased, in integral multiples of $15,000,000, by an aggregate amount, together with the aggregate amount by which ~~shall promptly notify~~ the ~~Lenders)~~Commitments of the Lenders were previously increased pursuant to this Section 2.17, ~~the Borrower may from time~~ not to ~~time (but not more than five times), request an increase~~ exceed $100,000,000 in excess of the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or~~ as of the ~~Term Loan~~ date of this Agreement. Such Increase Request shall include a certification by a senior officer of each Borrower that (i) on and as of the date of the Increase Request and after giving effect to the requested increase in Commitments, Ambac Financial’s long-term senior unsecured non-credit-enhanced debt ratings by ▇▇▇▇▇’▇ and S&P are better than or equal to Aa3 and AA-, respectively, and (ii) no Default has occurred and is continuing and all representations and warranties contained herein are true and correct in all material respects on and as of the date of the Increase Request (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as of such date). Any such increase in Commitments shall be effective as of a date (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ the “~~Incremental Term Loan~~Increase Date”~~); provided that the aggregate amount of all increases~~ ) specified in the ~~amount~~ related Increase Notice that is (i) prior to the Commitment Termination Date and (ii) at least 10 days after the date of such Increase Notice. Each Increase Notice shall specify the ~~Aggregate~~ date by which Lenders who wish to increase their Commitments ~~pursuant~~ must consent to ~~this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such increase (the “Commitment Date”), which date shall be no later than five Business Days prior to the related Increase Date. Each Lender that is willing to increase its Commitment (each an “Increasing Lender”~~) and~~ ), shall notify the Administrative Agent on or prior to ~~become Lenders~~ the Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Notice. No Lender shall be obligated to increase its Commitment pursuant to ~~a “Joinder Agreement”~~this Section 2.17 and any such increase shall be in the sole discretion of each Lender. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested increase, ~~substantially~~ the requested increase shall be allocated among the Lenders willing to participate therein ratably in ~~form of Exhibit K~~accordance with the amount by which they offered to increase their respective Commitments on the Commitment Date. (b) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrowers as to the amount, if any, by which the Lenders are willing to participate in the requested increase. If the aggregate amount by which the Lenders are willing to increase their Commitments on any such Commitment Date is less than the requested amount, then any one or more Eligible Transferees designated by the Borrowers that agree to provide Commitments for the shortfall may become party to this Agreement by executing and delivering, together with the Borrowers, an accession agreement pursuant to which such ~~Increasing Lender~~ Eligible Transferee shall become a party to this ~~Agreement~~Agreement and, to the extent provided therein, shall have the rights and obligations of a Lender hereunder; provided that ~~any~~ each such ~~increases~~ Eligible Transferee shall be provide a Commitment in a minimum amount of $10,000,000 or ~~a higher~~ an integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased 1,000,000 in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Dateexcess thereof. (c) As On each Increase Date, each Eligible Transferee that accepts an offer to participate in a ~~condition precedent~~ requested Commitment increase in accordance with Section 2.17(b) shall become a Lender party to this Agreement as of such ~~increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower~~ Increase Date and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased as of such Increase Date by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions set forth in ~~Section 3.8 or 10.1~~ its notice delivered to the ~~contrary.~~ Administrative Agent in accordance with Section 2.17(a) (~~e) The parties hereto agree that, notwithstanding any other provision of this Agreement,~~ or by the ~~Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory~~ amount allocated to such ~~parties to cause an Increasing~~ Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the ~~foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the~~ last ~~day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions~~ sentence of Section ~~3.12~~2.17(a)).

Appears in 1 contract

Sources: Revolving Credit Agreement (Ambac Financial Group Inc)

Increase of Commitments. (a) ~~Upon notice to the Administrative Agent (which shall promptly notify the Lenders)~~The Borrower may increase, at Borrower’s request, the ~~Borrower may from time to time (but not more than five times), request an increase in the~~ then effective aggregate principal amount of the Revolving ~~Credit~~ Commitments and/or ~~the~~ Term Loan ~~Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~Commitments; provided that (1) the aggregate principal amount of ~~all~~ the increases in the ~~amount of the Aggregate~~ Revolving Commitments and/or Term Loan Commitments pursuant to this Section ~~2.3~~ 2.23 shall not exceed $~~250,000,000. Such increase~~ 100,000,000; (2) the Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by Administrative Agent in connection with such increases and at the time of any such proposed increase; (3) no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such increase, all representations and warranties of each Loan Party set forth in the ~~Aggregate Commitments may~~ Loan Documents, all Notices of Borrowing, all Notices of Conversion/Continuation and all Compliance Certificates shall be ~~provided by the Lenders or Eligible Assignees designated by the Borrower~~ true and correct in all material respects (other than those representations and warranties that are ~~willing to provide~~ expressly qualified by a Material Adverse Effect or other materiality, in which case such ~~increase (an “Increasing Lender”~~representations and warranties shall be true and correct in all respects) and since December 31, 2010, there shall have been no change which has had or could reasonably be expected to ~~become Lenders pursuant to~~ have a ~~“Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement~~Material Adverse Effect; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b4) ~~If the Aggregate Commitments are increased in accordance with this Section 2.3,~~ (i) any incremental Term Loans made under this Section 2.23 (“Incremental Term Loans”) shall have a maturity date no earlier than the ~~Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective~~ Term Loan Maturity Date”), and ~~(B)~~ shall have a Weighted Average Life to Maturity no shorter than the ~~final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same~~ Term Loans referenced under Section 2.5, and (ii) the ~~Borrower~~incremental Revolving Commitments provided under this Section 2.23 (“Incremental Revolving Commitments”) shall have an expiration date no earlier than the Revolving Commitment Termination Date; (5) Borrower and its Subsidiaries shall be in pro forma compliance with each of the financial covenants specified in Article VI, measuring Consolidated Total Funded Debt for purposes of Section 6.1 as of the ~~Administrative Agent~~ date of such increase is effective giving effect to any Incremental Term Loans and/or loans under the Incremental Revolving Commitments to be funded on such date, and otherwise recomputing the ~~Lenders providing~~ covenants set forth in Article VI as of the most recently ended Fiscal Quarter for which financial statements have been delivered, calculated as if such Incremental Term Loans had been made as of the first day of the relevant period for testing compliance; (6) if the Initial Yield applicable to the Incremental Term Loans ~~shall agree to~~ or Incremental Revolving Commitments exceeds by more than 50 basis points the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity sum of the ~~Incremental~~ Applicable Margin then in effect for Eurodollar Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Eurodollar Revolving ~~Credit Commitment and/or the Term Loan Commitment~~Loans, as the case may be, plus one fourth of the Up-Front Fees paid in respect of the existing Term Loans and the existing Revolving Commitments (“Existing Yield”), then the Applicable Margin of the existing Term Loans or existing Revolving Loans, as applicable, shall increase by an amount equal to the difference between Initial Yield and the Existing Yield; (7) any collateral securing such Incremental Revolving Commitments and/or Incremental Term Loans shall also secure all other Obligations on a pari passu basis; and (8) all other terms and conditions with respect to the Incremental Revolving Commitments and/or Incremental Term Loans shall be reasonably satisfactory to Administrative Agent. The Borrower may also, but is not required to, specify any fees offered to those Lenders (the “Increasing Lenders”) which agree to increase the principal amount of their Revolving Commitments and/or Term Loan Commitments, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment and/or Term Loan Commitment, as applicable. No Lender shall have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment and/or Term Loan Commitment. Only the consent of each Increasing Lender shall be ~~increased~~ required for an increase in the aggregate principal amount of the Revolving Commitments and/or Term Loan Commitments, as applicable, pursuant to this Section 2.23. No Lender which declines to increase the principal amount of its Revolving Commitment and/or Term Loan Commitment may be replaced in respect to its existing Revolving Commitment and/or Term Loan Commitment, as applicable, as a result thereof without such Lender’s consent. (b) Each Increasing Lender shall as soon as practicable specify the amount of the proposed increase that it is willing to assume. The Borrower may accept some or all of the offered amounts or designate new lenders that are acceptable to Administrative Agent (such approval not to be unreasonably withheld) as additional Lenders hereunder in accordance with this Section 2.23 (each such new lender being a “Additional Lender”), which Additional Lenders may assume all or a portion of the Incremental Revolving Commitments and/or the Incremental Term Loans. The Borrower and Administrative Agent shall have discretion jointly to adjust the allocation of the Incremental Revolving Commitments and/or Incremental Term Loans among Increasing Lenders and Additional Lenders. (c) Subject to subsections (a) and (b) of this Section 2.23, any increase requested by the Borrower shall be effective upon delivery to Administrative Agent of each of the following documents: (i) an originally executed copy of any instrument of joinder signed by a duly authorized officer of each Additional Lender, in form and substance reasonably acceptable to Administrative Agent; (ii) a notice to the Increasing Lenders and Additional Lenders, in form and substance reasonably acceptable to Administrative Agent, signed by a Responsible Officer of the Borrower; (iii) a certificate of the Borrower signed by a Responsible Officer, in form and substance reasonably acceptable to Administrative Agent, certifying that each of the conditions in subsection (a) of this Section 2.23 has been satisfied; (iv) to the extent requested by any Additional Lender or Increasing Lender, executed promissory notes evidencing the Incremental Revolving Commitments and the Incremental Term Loan issued by the Borrower in accordance with Section 2.10; and (v) any other certificates or documents that Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent. Any such increase shall be in a principal amount ~~offered by (or~~equal to the sum of the principal amount of the Incremental Revolving Commitments and Incremental Term Loans that the Increasing Lenders and Additional Lenders are willing to assume, if as applicable, ~~allocated to)~~ as adjusted by the Borrower and Administrative Agent pursuant to this Section 2.23. Upon effectiveness of any such ~~Increasing~~ increase, the Commitments and Pro Rata Share of each Lender ~~and~~ will be adjusted to give effect to the ~~Aggregate~~ Incremental Revolving Commitments ~~shall be increased (and the Commitment Percentages adjusted) accordingly~~and/or Incremental Term Loans, as applicable. (d) ~~This~~ If any Incremental Term Loans or Incremental Revolving Commitments are to have terms that are different from the Term Loans or Revolving Commitments, as applicable, outstanding immediately prior to such incurrence (any such Incremental Term Loans or Incremental Revolving Commitments, “Non-Conforming Credit Extensions”), all such terms shall be as set forth in a separate assumption agreement among the Borrower, the Lenders providing such Incremental Term Loans and Incremental Revolving Commitments and Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Non-Conforming Credit Extensions. The scheduled principal payments on the Incremental Term Loans to be made pursuant to Section ~~2.3~~ 2.9 shall ~~supersede~~ be ratably increased after the making of any ~~provisions~~ Incremental Term Loans (other than Term Loans that are Non-Conforming Credit Extensions) under this Section 2.23 by the aggregate principal amount of such Incremental Term Loans. After the incurrence of any Non-Conforming Credit Extensions that are Term Loans, all optional prepayments of Term Loans shall be allocated ratably between the then-outstanding Term Loans and such Non-Conforming Credit Extensions. If the Borrower incurs Incremental Revolving Commitments under this Section 2.23 regardless of whether such Incremental Revolving Commitments are Non-Conforming Credit Extensions, the Borrower shall, after such time, repay and incur Revolving Loans ratably as between the Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to such incurrence. Notwithstanding anything to the contrary in Section ~~3.8 or 10.1~~ 10.2, the Administrative Agent is expressly permitted to amend the Loan Documents to the ~~contrary~~extent necessary to give effect to any increase pursuant to this Section 2.23 and mechanical changes necessary or advisable in connection therewith (including amendments to implement the requirements in the preceding two sentences, amendments to ensure pro rata allocations of Eurodollar Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.23 and Loans outstanding immediately prior to any such incurrence and amendments to implement ratable participation in Letters of Credit between the Non-Conforming Credit Extensions consisting of Incremental Revolving Commitments and the Revolving Commitments outstanding immediately prior to any such incurrence). (e) ~~The parties hereto agree that, notwithstanding any other provision~~ For purposes of this ~~Agreement~~Section 2.23, the ~~Administrative Agent,~~ following terms shall have the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.meanings specified below:

Appears in 1 contract

Sources: Revolving Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.)

Increase of Commitments. ~~(a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders)~~At any time, the Borrower may ~~from time to time (but not more than five times),~~ request ~~an increase in~~ that the ~~aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~Aggregate Commitment be increased; provided that (a) the Aggregate Commitment shall at no time exceed $300,000,000 minus the aggregate amount of all ~~increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase~~ reductions in the Aggregate ~~Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders~~ Commitment previously made pursuant to ~~a “Joinder Agreement”~~Section 2.6(A), ~~substantially in form of Exhibit K, pursuant to which~~ (b) each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ request shall be in a minimum amount of at least $10,000,000 ~~or a higher integral multiple~~ and increments of $~~1,000,000~~5,000,000 in excess thereof and (c) the Aggregate Commitment may not be increased more than twice pursuant to this Section 2.6. Such request shall be made in a written notice given to the Agent and the Lenders by the Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in the proportions that their respective Commitments bear to the Aggregate Commitment under this Agreement. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Agent being herein a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Borrower in the Commitment Increase Notice, the Agent and the Arranger shall have the right, with the consent of the Borrower, to allocate the amount of increases necessary to meet the Borrower’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Borrower, not later than three (3) Business Days prior to the proposed effective date the Borrower may notify the Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be subject to the consent of the Agent and, provided that JPMorgan is at such time the Principal Issuing Lender, JPMorgan in its capacity as such (which consent shall not be unreasonably withheld). If the Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices (subject to clause (d) above). Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (B) the Borrower, the Agent, provided that JPMorgan is at such time the Principal Issuing Lender, JPMorgan in its capacity as such, and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a Commitment and Acceptance substantially in the form of Exhibit D hereto (a “Commitment and Acceptance”), (C) counsel for the Borrower and for the Guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent and (D) the Borrower and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Borrower. No less than two (2) Business Days prior to the effective date of the increase of the Aggregate Commitment, the Agent shall notify the Borrower of the amount of the fee to be charged by the Lenders, and the Borrower may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~hereunder at any time. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Bio Rad Laboratories Inc)

Increase of Commitments. (a) ~~Upon notice to~~ At any time after the ~~Administrative Agent (which~~ date hereof, provided that no Event of Default shall ~~promptly notify the Lenders)~~have occurred and be continuing, the ~~Borrower~~ Company may ~~from time to time (but not more than five times),~~ request an increase of the Total Commitment by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $300,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Acquisition Loan Commitment shall not exceed twenty-five percent (25%) of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment , both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitments, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c), (the “Re-Allocation Date”) shall be made pro rata based on their respective Floor Plan Loan Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 5.18, the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments~~ shall not exceed $1,250,000,000. (~~any Term Loan made pursuant~~ g) The Company shall execute and deliver a Note or Notes to ~~this Section 2.3(a), hereafter referred~~ each New Lender and replacement Notes to ~~as an “Incremental Term Loan”); provided that the aggregate amount of all increases~~ Lenders signing a Commitment Increase Agreement in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereundersaid Persons’ Commitments. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Revolving Credit Agreement (Group 1 Automotive Inc)

Increase of Commitments. (a) ~~Upon notice~~ So long no Default or Event of Default exists or would arise as a result thereof, the Lead Borrower shall have the right at any time, but only one time during the term of this Agreement, to request an increase of the Total Commitments to an amount not to exceed $150,000,000.00. Any such requested increase shall be first made to all existing Revolving Lenders on a pro rata basis. In the event that any existing Revolving Lender does not notify the Administrative Agent within ten (~~which shall promptly notify~~ 10) Business Days from the ~~Lenders)~~receipt of the requested increase that the such existing Revolving Lender will increase its Revolving Commitment, and the amount of its increase, the ~~Borrower may from time~~ existing Revolving Lender shall be deemed to ~~time (but not~~ have declined the requested increase of its Revolving Commitment. To the extent that one or more ~~than five times)~~existing Revolving Lenders decline to increase their respective Commitments, ~~request~~ or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent shall use reasonable efforts to arrange for other Persons to become Revolving Lenders hereunder and to issue commitments in an ~~increase in the aggregate~~ amount ~~of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant~~ equal to ~~this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in~~ the amount of the ~~Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such~~ increase in the ~~Aggregate~~ Commitments ~~may be provided~~ requested by the ~~Lenders or Eligible Assignees designated~~ Lead Borrower and not accepted by the ~~Borrower~~ existing Revolving Lenders (each such increase by either means, a "Commitment Increase", and each such Person issuing, or Revolving Lender increasing, its Revolving Commitment, an "Additional Commitment Lender"), provided, however, that ~~are willing~~ (x) no Revolving Lender shall be obligated to provide a Commitment Increase as a result of any such ~~increase~~ request by the Lead Borrower, and (y) any Additional Commitment Lender which is not an ~~“Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing~~ existing Revolving Lender shall ~~become a party~~ be subject to ~~this Agreement; provided that any such increases shall be in a minimum amount~~ the approval of ~~$10,000,000 or a higher integral multiple of $1,000,000. Nothing~~ the Administrative Agent and (z) nothing contained herein shall ~~constitute~~constitute the unconditional obligation of the Administrative Agent to provide or obtain commitments for such Commitment Increase, ~~or otherwise be deemed~~ as the Administrative Agent only is agreeing hereby to ~~be, a commitment on the part of any Lender~~ use its reasonable efforts to ~~increase its Revolving Credit~~ arrange for Commitment ~~or Term Loan~~ Increases and Additional Commitment ~~hereunder~~Lenders. (b) If No Commitment Increase shall become effective unless and until each of the ~~Aggregate Commitments are increased in accordance with this Section 2.3,~~ following conditions has been satisfied: (i) the Lead Borrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and may reasonably require; (ii) the Borrowers shall have paid such commitment fees and other compensation to the Additional Commitment Lenders as the Lead Borrower, the Administrative Agent and each such Additional Commitment Lenders may agree; (iii) the Borrowers shall have paid such arrangement fees to the Administrative Agent as the Lead Borrower and the Administrative Agent may agree; (iv) to the extent requested by any Additional Commitment Lender, a Revolving Note will be issued at the Borrowers' expense, to each such Additional Commitment Lender, to the extent necessary to reflect the new Commitment of such Additional Commitment Lender; (v) the Loan Parties and the Additional Commitment Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may have reasonably requested; (vi) the Administrative Agent shall have received a favorable written opinion (addressed to each Agent and the Lenders) of counsel for the Loan Parties reasonably acceptable to each Agent and the Lenders ~~providing~~ that the ~~Incremental Term Loans~~ making of Credit Extensions by the Lenders or the Issuing Bank hereunder in an amount not in excess of the Total Commitments will not constitute a breach of or a default under the Indenture; (vii) the Administrative Agent shall ~~agree~~ have received a certificate from a Financial Officer of each Loan Party, satisfactory in form and substance to the ~~amortization schedule~~ Administrative Agent, certifying that after giving effect to the Commitment Increase: (a) all the representations and warranties made by the Loan Parties in ~~respect~~ the Loan Documents continue to be true and complete; (b) that no Default or Event of ~~such Incremental Terms Loans pursuant to Section 3.2(e),~~ Default exists; and ~~as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e~~(c) ~~to this Agreement; provided,~~ that the ~~weighted average life~~ Total Commitments, after giving effect to ~~maturity~~ the Commitment Increase, shall constitute "Permitted Indebtedness" as defined in the Indenture; and (viii) each Facility Guarantor shall have entered into a ratification agreement ratifying the Facility Guaranty and acknowledging and agreeing to guarantee any Obligations incurred as a result of the ~~Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time.~~ Commitment Increases. (c) The Administrative Agent shall promptly notify each Revolving Lender as to the ~~Lenders~~ effectiveness of ~~the final allocation~~ each Commitment Increase (with each date of such ~~increase~~ effectiveness being referred to herein as a "Commitment Increase Date"), and ~~the Increase Effective Date. (c) As a condition precedent to~~ at such ~~increase, (i) no Default shall exist, (ii) the Borrower shall~~ time (x) ~~deliver to~~ the ~~Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s)~~Commitments under, and ~~(2) a certificate dated as of the Increase Effective Date (in sufficient copies~~ for ~~each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase~~all purposes of, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender this Agreement shall be increased by the aggregate amount ~~offered by~~ of such Commitment Increases, (ory) SCHEDULE 1.1(A) shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentage of the Revolving Lenders, and (z) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increase in the Total Commitments, such Commitment Increases, and the addition of the Additional Commitment Lenders (if applicable~~, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly~~). (d) ~~This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to~~ In connection with Commitment Increases hereunder, the ~~contrary. (e) The parties hereto~~ Revolving Lenders and the Borrowers agree that, notwithstanding ~~any other provision of~~ anything to the contrary in this Agreement, the Borrowers shall, in coordination with the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the (x) repay outstanding Revolving Loans of ~~the~~ certain Revolving Lenders, and obtain Revolving Loans from certain other Revolving Lenders (~~rather than fund its~~ including the Additional Commitment ~~Percentage~~ Lenders), but in no event in excess of any such Revolving Lender's respective Revolving Commitment, or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Revolving Credit Lenders effectively participate in each of the outstanding Revolving Loans ~~concurrently with~~ pro rata on the ~~applicable increase) with a view toward minimizing breakage costs and transfers~~ basis of ~~funds in connection with~~ their respective Commitment Percentage (determined after giving effect to any ~~increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence~~Commitment Increase.), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Marsh Supermarkets Inc)

Increase of Commitments. ~~(a) Upon notice to~~ The Borrower shall have the ~~Administrative Agent (which shall promptly notify the Lenders), the Borrower may~~ right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (~~but not more than five times)~~provided that after giving effect to any increases in the Commitments pursuant to this Section, ~~request an increase in~~ the aggregate amount of increases to the ~~Revolving Credit~~ Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall may not exceed $~~250,000,000~~100,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. ~~Such~~ The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the ~~Aggregate~~ Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may ~~be provided by~~ decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders ~~or Eligible Assignees designated by the Borrower that are~~ willing to ~~provide~~ increase their respective Commitments prior to the allocation of such requested increase ~~(an “Increasing Lender”) and~~ to ~~become~~ any new Lenders ~~pursuant~~ to ~~a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall~~ become a party to this Agreement~~; provided that any~~ . All such ~~increases~~ allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a ~~minimum amount of $10,000,000 or~~ new Lender becomes a ~~higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~party to this Agreement as provided herein, or ~~otherwise be deemed to be, a commitment on the part of~~ if any existing Lender agrees to increase its ~~Revolving Credit Commitment~~ Commitment, such Lender shall on the date it becomes a Lender hereunder (or ~~Term Loan Commitment hereunder.~~ increases its Commitment, in the case of an existing Lender) (band as a condition thereto) If purchase from the ~~Aggregate Commitments are increased~~ other Lenders its pro rata share (or in ~~accordance with this Section 2.3~~the case of an existing Lender, (ithe increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Loans, by making available to the ~~Administrative~~ Agent ~~and~~ for the ~~Borrower shall determine~~ account of such other Lenders, in same day funds, an amount equal to the sum of (A) the ~~effective date (~~portion of the ~~“Increase Effective Date”), and~~ outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the ~~final allocation~~ outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increaseimmediately after giving effect thereto, (i) no Default or Event of Default shall ~~exist,~~ exist and (ii) the ~~Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed~~ representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and ~~the applicable Lender(s),~~ correct in all material respects on and ~~(2) a certificate dated~~ as of the ~~Increase Effective Date~~ date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in ~~sufficient copies~~ which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for ~~each Lender) signed by a Responsible Officer (A) certifying and attaching~~ changes in factual circumstances not prohibited under the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable PersonsLoan Documents. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in In connection with any increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the ~~foregoing sentence)~~Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as ~~a result of a non-pro-rata increase~~ appropriate, in the ~~Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day~~ amount of ~~an Interest Period~~ such Lender’s Commitment within five Business Days of such Lender’s request therefor~~, then such prepayment or conversion shall be subject to the provisions of Section 3.12~~.

Appears in 1 contract

Sources: Five Year Credit Agreement (South Carolina Electric & Gas Co)

Increase of Commitments. ~~(a) Upon~~ The Borrower may from time to time, by written notice to the Administrative Agent (which shall promptly ~~notify~~ deliver a copy to each of the Lenders) executed by the Borrower and one or more Lenders or other Persons qualifying as Eligible Assignees that are willing to extend Commitments or, in the case of any such Lender, to increase its Commitment (any such financial institution referred to in this Section being called an “Increasing Lender”), cause the ~~Borrower may from time~~ total Commitments to ~~time~~ be increased by such new or incremental Commitments of the Increasing Lenders, in an amount for each Increasing Lender as set forth in such notice; provided that (~~but not more than five times), request an~~ i) the aggregate principal amount of any increase in the ~~aggregate amount of the Revolving Credit~~ total Commitments ~~and/or the Term Loan Commitments (any Term Loan~~ made pursuant to this Section ~~2.3(a), hereafter referred~~ shall be equal to as $10,000,000 or an ~~“Incremental Term Loan”); provided that~~ integral multiple of $1,000,000 in excess thereof and the aggregate principal amount of all such increases in during the ~~amount~~ term of ~~the Aggregate Commitments pursuant to~~ this ~~Section 2.3~~ Agreement shall not exceed $~~250,000,000. Such increase in~~ 100,000,000, (ii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the ~~Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by~~ prior written approval of the Borrower ~~that are willing to provide such increase~~ and the Administrative Agent (~~an “~~which approvals shall not be unreasonably withheld) and (iii) each Increasing Lender~~”) and to become Lenders pursuant to~~ , if not already a ~~“Joinder Agreement”~~Lender hereunder, ~~substantially in form of Exhibit K, pursuant to which such Increasing Lender~~ shall become a party to this ~~Agreement; provided that any such increases shall be~~ Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a ~~minimum amount~~ form approved by the Administrative Agent. New Commitments and increases in Commitments created pursuant to this Section shall become effective in the case of ~~$10,000,000 or~~ an Increasing Lender already a ~~higher integral multiple~~ Lender under this Agreement, on the date specified in the applicable notice delivered pursuant to this Section. Upon the effectiveness of ~~$1,000,000. Nothing contained herein~~ any accession agreement to which any Increasing Lender is a party, such Increasing Lender shall ~~constitute, or otherwise~~ thereafter be deemed to bebe a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a ~~commitment on~~ Lender hereunder and subject to all obligations of a Lender hereunder. Upon the ~~part~~ effectiveness of any ~~Lender~~ increase in the Commitments pursuant to this Section, Schedule I shall be deemed to have been amended to reflect the new or increased Commitments of the Increasing Lenders. Notwithstanding the foregoing, no increase ~~its Revolving Credit~~ in the aggregate Commitments (or in the Commitment ~~or Term Loan Commitment hereunder. (b~~of any Lender) ~~If the Aggregate Commitments are increased in accordance with~~ shall become effective under this Section ~~2.3,~~ unless (i) the Administrative Agent has received a document certifying that the resolutions 733301099 15483412 included in the certificate delivered pursuant to Section 3.01(b) remain in full force and ~~the Borrower shall determine (A) the effective date (the “Increase Effective Date”),~~ effect and ~~(B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same~~ have not been revoked and (ii) on the ~~Borrower~~date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 3.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase and without giving effect to the parenthetical in Section 3.02(a)) and the Administrative Agent shall have received a certificate to that effect dated such date and ~~the Lenders providing the Incremental Term Loans shall agree~~ executed by a Responsible Officer. Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, any Advances outstanding prior to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and ~~the Increase Effective Date. (c) As a condition precedent to such increase~~shall then be repaid and, ~~(i) no Default shall exist, (ii)~~ if the Borrower shall ~~(x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s)~~so elect, ~~and (2) a certificate dated as of the Increase Effective Date (~~refinanced with new Advances made ratably in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently accordance with the ~~applicable~~ Commitments in effect following such extension or increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Revolving Credit Agreement (Cna Financial Corp)

Increase of Commitments. ~~(a) Upon~~ By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly ~~notify~~ distribute to the Lenders), the Borrower may at any time and from time to time ~~(but not more than five times),~~ request an increase in of the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments (~~by an aggregate amount equal to any ~~Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~integral multiple of $5,000,000; provided that (i) no Default shall have occurred and be continuing; (ii) the aggregate amount of ~~all increases in~~ the Commitments shall not have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.09(b); (iii) the total amount of ~~the Aggregate~~ all Commitments ~~pursuant to this Section 2.3~~ shall not be increased to an aggregate amount that would exceed $~~250,000,000~~600,000,000; and (iv) the Commitment of a Lender shall not be increased without the consent of such Lender. ~~Such increase in the Aggregate Commitments may be provided by~~ If one or more of the Lenders ~~or Eligible Assignees designated by the Borrower that are willing~~ is not increasing its Commitment, then, with notice to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower ~~shall determine~~ and the Administrative Agent (A) a “New Lender”), may commit to provide an amount equal to the ~~effective date~~ aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase ~~Effective Date~~Amount”); provided, ~~and (B)~~ that the ~~final allocation~~ Commitment of ~~such increase and Schedule I attached hereto~~ each New Lender shall be ~~automatically updated~~ at least $5,000,000. Upon receipt of notice from the Administrative Agent to ~~reflect~~ the ~~same~~ Lenders and ~~(ii)~~ the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders ~~providing~~ willing to increase their respective Commitments and the ~~Incremental Term Loans~~ New Lenders (if any) shall ~~agree to~~ execute and deliver an Increased Commitment Supplement (herein so called) in the ~~amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and~~ form attached hereto as Exhibit “C”. If all existing Lenders shall not have provided ~~in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity~~ their pro rata portion of the ~~Incremental Term~~ requested Increase Amount, the Revolving Loans ~~shall~~ will not be ~~shorter than~~ held pro rata by the ~~existing weighted average life to maturity~~ Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the ~~Initial Term Loans at such time. The Administrative Agent shall promptly notify~~ effectiveness of the Increased Commitment Supplement, the Lenders ~~of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default~~ shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and make advances among themselves so that after giving effect ~~to such increase no Default exists and (iii) pursuant~~ thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be ~~increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1~~ deemed to ~~the contrary. (e) The parties hereto agree that, notwithstanding any other provision~~ be a purchase of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in a corresponding amount of the Revolving Loans of the ~~other~~ Lender or Lenders ~~(rather than fund its Commitment Percentage of all outstanding~~ whose Applicable Percentages have decreased. The advances made under this Section shall be ABR Revolving Loans ~~concurrently with~~ made under each Lender’s Commitment unless or until the ~~applicable increase) with a view toward minimizing breakage costs and transfers~~ Borrower shall have selected an alternative interest rate to apply thereto under the terms of ~~funds in connection with any increase in the Aggregate Commitments~~this Agreement. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion All advances made under this Section shall be ~~subject to~~ made through the ~~provisions of Section 3.12~~Administrative Agent.

Appears in 1 contract

Sources: Credit Agreement (Leggett & Platt Inc)

Increase of Commitments. (a) ~~Upon~~ If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since January 25, 2006, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (~~which shall promptly notify~~ each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the ~~Lenders)~~Revolving Commitment of any Lender may not be increased without such Lender’s consent, ~~the Borrower may from time to time~~ (~~but not more than five times), request an increase in~~ ii) the aggregate amount of the Revolving ~~Credit~~ Commitments ~~and/or~~ as so increased shall not exceed $175,000,000, and (iii) the ~~Term Loan~~ Revolving Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). (b) The Borrowers may, in their sole discretion, but with the consent of the Administrative Agent as to any ~~Term Loan made pursuant to this Section 2.3(a~~Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), ~~hereafter referred~~ offer to ~~as an “Incremental Term Loan”)~~any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of the increased Revolving Commitments, by notifying the Administrative Agent; ~~provided~~ provided, that the ~~aggregate~~ Revolving Commitment of any New Lender shall not be less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such commitments to certain existing Lenders or to the additional banks or financial institutions identified therein, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of the increased Revolving Commitments. (c) Any existing Lender that accepts Borrowers’ offer to increase its Revolving Commitment shall execute a Commitment Increase Agreement with the Borrowers and the Administrative Agent, whereupon such Lender shall be bound by, and entitled to the benefits of, this Agreement with respect the full amount of ~~all increases~~ its Revolving Commitment as so increased. (d) Any additional bank or financial institution which is not an existing Lender and which accepts Borrowers’ offer to participate in the ~~amount~~ increased Revolving Commitments shall execute and deliver to the Administrative Agent and the Borrowers a New Lender Agreement setting forth its Revolving Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Revolving Lender for all purposes and to the ~~Aggregate~~ same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) Upon any increase in the Revolving Commitments pursuant to this Section ~~2.3 shall not exceed $250,000,000. Such increase in~~ 2.23, the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases Commitment Schedule shall be ~~in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be~~ deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated amended to reflect the ~~same and~~ Revolving Commitment of each Lender (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each including any New Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordinglythereby increased. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Stewart & Stevenson LLC)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Amendment and Restatement Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative ~~Agent (~~Agent, which shall promptly ~~notify~~ deliver a copy thereof to each of the Lenders, at least ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10 million, the ~~Borrower may from time~~ requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to ~~time (but not more than five times), request~~ participate in the Commitment Increase must commit to an increase in the ~~aggregate~~ amount of ~~the Revolving~~ their respective Credit Commitments ~~and/or~~ (the ~~Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ “~~Incremental Term Loan~~Commitment Date”)~~; provided~~ . Each Lender that ~~the aggregate amount of all increases~~ is willing in ~~the amount of the Aggregate Commitments pursuant~~ its sole discretion to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ participate in ~~the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such ~~increase~~ requested Commitment Increase (each an “Increasing Lender”) ~~and~~ shall give written notice to ~~become~~ the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders ~~pursuant~~ are willing to ~~a “Joinder Agreement”~~participate in the requested Commitment Increase. In addition, ~~substantially~~ the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in ~~form~~ any portion of ~~Exhibit K~~the requested Commitment Increase; provided, ~~pursuant to which~~ however, that the Commitment of each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ Eligible Assignee shall be in ~~a minimum~~ an amount of not less than $~~10,000,000~~ 1 million or ~~a higher~~ an integral multiple of $~~1,000,000~~1 million in excess thereof. ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall ~~constitute, or otherwise~~ be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be ~~automatically updated~~ amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount ~~offered~~ by which such Lender is willing to increase its Commitment), and (~~or, if applicable, allocated to~~z) ~~such Increasing~~ each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the ~~Aggregate Commitments~~ Administrative Agent pursuant to which it shall ~~be increased (~~undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment ~~Percentages adjusted) accordingly~~Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (div) ~~This Section 2.3~~ If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall ~~supersede any provisions~~ borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in ~~Section 3.8 or 10.1~~ accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to ~~the contrary~~each such Commitment Increase. (eb) ~~The parties hereto agree that~~Anything in this Section 2.23 to the contrary notwithstanding, ~~notwithstanding any other provision~~ no increase in the aggregate Commitments hereunder pursuant to this Section 2.23 shall be effective unless: (i) as of ~~this Agreement~~the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the ~~Borrower~~Administrative Agent of (A) customary legal opinions, ~~each Increasing Lender~~ board resolutions and ~~each~~ officers’ certificates consistent with the documentation delivered on the Amendment and Restatement Effective Date (conformed as appropriate) other ~~Lender~~than changes to such legal opinions resulting from a change in law, ~~as applicable, may make arrangements~~ change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such ~~parties to cause an~~ Increasing Lender ~~to temporarily hold risk participations in~~ or Additional Lender is provided with the ~~Revolving Loans~~ benefit of the ~~other Lenders~~ applicable Loan Documents; and (~~rather than fund its Commitment Percentage~~ iii) after giving effect to any such increase after the Amendment and Restatement Effective Date, the aggregate amount of ~~all outstanding Revolving Loans concurrently with~~ the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion Commitments shall ~~be subject to the provisions of Section 3.12~~not exceed $600 million.

Appears in 1 contract

Sources: Credit Agreement (ExlService Holdings, Inc.)

Increase of Commitments. (a) ~~Upon~~ After the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to ~~time (but not more than five times)~~time, request an increase in the ~~aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~Aggregate Commitments; provided that the aggregate amount of ~~all increases in the amount of~~ the Aggregate Commitments after giving effect to any increases pursuant to this Section 2.3 shall not exceed the Aggregate Commitments in effect on the date hereof plus $~~250,000,000. Such~~ 500,000,000. (a) Each increase in the Aggregate Commitments pursuant to Section 2.3(a) may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (together with any existing Lender participating in any such increase, each, an “Increasing Lender”) and to become Lenders pursuant to a ~~“Joinder Agreement”,~~ joinder agreement substantially in form of Exhibit KJ (a “Joinder Agreement”), pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit Commitment or Term Loan~~ Commitment hereunder. (ba) If the Aggregate Commitments are increased in accordance with this Section 2.3, ~~(i)~~ the Administrative Agent and the Borrower shall determine (Ai) the effective date (the “Increase Effective Date”), ) and (Bii) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such timesame. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (cb) As a condition precedent to such increase, (i) no Default or Event of Default shall ~~exist,~~ exist and (ii) the Borrower shall (x1) deliver to the Administrative Agent (1A) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2B) a certificate dated as of the Increase Effective Date (in sufficient copies for each applicable Lender) signed by a Responsible Officer (Ax) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (By) certifying that, before and after giving effect to such increase no Default ~~exists~~ or Event of Default exists, (2) (x) upon the reasonable request of any applicable Lender made at least 5 Business Days prior to the Increase Effective Date, provide to such Lender the documentation and other information so requested in order to comply with its obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act and (~~iii~~y) ~~pursuant~~ if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation deliver, to each Lender that so requests at least 5 Business Days prior to the ~~terms of the Fee Letter~~Increase Effective Date, a Beneficial Ownership Certification, and (3) pay ~~the~~ any fees to the applicable Persons. On the applicable Increase Effective Date, the ~~Revolving Credit~~ Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (dc) Any increase in the Aggregate Commitments shall be made on the same terms (including interest terms, payment terms and maturity terms), and shall be subject to the same conditions as existing Commitments (it being understood that customary arrangement or commitment fees payable to one or more Arrangers or Increasing Lenders, as the case may be, may be different from those paid with respect to the Commitment of the Lenders on or prior to the Closing Date or with respect to any other Increasing Lender in connection with any other increase in the Aggregate Commitments pursuant to this Section 2.3). This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (ed) The Administrative Agent and the Lenders shall make Revolving Loans and/or repay Revolving Loans as necessary to cause the outstanding Revolving Loans to reflect each Lender’s Commitment Percentage after giving effect to any increase pursuant to this Section 2.3; provided that the parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any ~~Eurodollar~~ Term SOFR Loans and Alternative Currency Term Rate Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Affiliated Managers Group, Inc.)

Increase of Commitments. ~~(a) Upon~~ At any time, the Borrower may request that Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, the Aggregate Commitment shall at no time exceed $500,000,000. Such request shall be made in a written notice given to the Administrative Agent ~~(which shall promptly notify~~ and the ~~Lenders),~~ Lenders by the Borrower ~~may from time~~ not less than ten (10) Business Days prior to ~~time~~ the proposed effective date of such increase, which notice (~~but not more than five times), request an~~ a "Commitment Increase Notice") shall specify the amount of the proposed increase in the ~~aggregate~~ Aggregate Commitment and the proposed effective date of such increase. The Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a "Lender" party hereto (a "Proposed New Lender") in connection with the Commitment Increase Notice and any Proposed New Lender shall be consented to by the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender's and Proposed New Lender's Commitment (the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in "Effective Commitment Amount") and the amount of the Aggregate ~~Commitments pursuant to this Section 2.3~~ Commitment, which amount shall ~~not exceed $250,000,000~~be effective on the following Business Day. ~~Such~~ Any increase in the Aggregate ~~Commitments may~~ Commitment shall be ~~provided~~ subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders or ~~Eligible Assignees designated by~~ expressly relate to an earlier specified date) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (B) the ~~Borrower~~ Borrower, the Administrative Agent and each Proposed New Lender or Lender that ~~are willing~~ shall have agreed to provide a "Commitment" in support of such increase ~~(an “Increasing Lender”)~~ in the Aggregate Commitment shall have executed and ~~to become Lenders pursuant to~~ delivered a ~~“Joinder Agreement”,~~ "Commitment and Acceptance" substantially in the form of Exhibit KB hereto, ~~pursuant~~ (C) counsel for the Borrower shall have provided to ~~which such Increasing~~ the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrower and the Proposed New Lender shall ~~become~~ otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase and (E) the Administrative Agent shall have administered the reallocation of the Revolving Credit Exposures on the effective date of such increase ratably among the Lenders (including new Lenders) after giving effect to such increase. The Borrower hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender, if any, in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this ~~Agreement; provided that any such increases~~ Agreement as a Lender and shall ~~be in~~ have the rights and obligations of a ~~minimum amount of $10,000,000 or a higher integral multiple of $1,000,000~~Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~at any time. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Lexmark International Inc /Ky/)

Increase of Commitments. Parent Borrower shall have the right to request increases in the Aggregate Commitment Amount (aprovided that the aggregate amount of increases in the Commitments pursuant to this Section shall not exceed $50,000,000 so that the Aggregate Commitment Amount of all Lenders shall not exceed $225,000,000 as so increased) ~~Upon~~ by providing written notice to the ~~Administrative~~ Agent, which notice shall be irrevocable once given. Such increase in the Aggregate Commitment Amount must be in the amount of $10,000,000 or any integral multiple of $5,000,000 in excess thereof, or the then unused balance of the increase of the Aggregate Commitment Amount permitted under this Section. The Agent ~~(which~~ shall promptly notify each Lender of any such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender’s Commitment Percentage shall not be decreased as a result of such requested increase in the Aggregate Commitment Amount. Each Lender shall notify the Agent within 10 Business Days after receipt of the Agent’s notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee and comply with Section 12.6, including, without limitation, obtaining the consent of the Agent to its so becoming a Lender. In the event a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Credit Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (x) the portion of the outstanding principal amount of such Revolving Credit Loans to be purchased by such Lender plus (y) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Credit Loans. Borrowers shall pay to the Lenders amounts payable, if any, to such Lenders under Section 3.4 as a result of the prepayment of any such Revolving Credit Loans. No increase of the Commitments may be effected under this Section if either (i) a Default or Event of Default shall be in existence on the effective date of such increase or (ii) any representation or warranty made or deemed made by any Credit Party in any Loan Document is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date)~~, the Borrower may from time to time (but not more than five times), request an~~ . In connection with any increase in the aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”2.12, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) any Lender becoming a party hereto shall execute such documents and agreements as the ~~effective date (the “Increase Effective Date”)~~Agent may reasonably request, and (B) Borrowers shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the ~~final allocation~~ amount of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity Lender’s Commitment within two Business Days of the ~~Incremental Term Loans shall not be shorter than the existing weighted average life to maturity~~ effectiveness of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12Commitment Amount.

Appears in 1 contract

Sources: Credit Agreement (Bowne & Co Inc)

Increase of Commitments. (a) ~~Upon notice~~ Subject to ~~the Administrative Agent (which shall promptly notify the Lenders~~Section 5.13(b), the Borrower may ~~from time to time~~ increase the Commitments then in effect by entering into an Incremental Commitment Agreement with one or more banks or financial institutions (~~but not more than five times~~each an “Incremental Lender”), ~~request an~~ pursuant to which each such Incremental Lender’s Commitment shall be increased or, if such Incremental Lender was not a Lender prior to entering such Incremental Commitment Agreement, pursuant to which such Incremental Lender makes and is allocated a Commitment. Any proposed Incremental Lender offered or approached to provide all or a portion of the increased Commitments may elect or decline, in its sole discretion, to provide such increased Commitment. (b) Any increase in the Commitments pursuant to this Section 5.13 will be subject to the satisfaction of the following conditions: (i) at the time of and immediately after giving effect to such increase, no Default or Event of Default has occurred and is continuing; (ii) the Borrower and each Incremental Lender shall have executed and delivered an Incremental Commitment Agreement and each Incremental Lender, if not already a Lender, shall have delivered to the Administrative Agent a completed Administrative Questionnaire; (iii) the Administrative Agent shall have delivered its prior written consent, which consent shall not be unreasonably withheld, to each such Incremental Lender, unless such Incremental Lender is already a Lender or is an Affiliate of a Lender; (iv) each such increase shall be at least $15,000,000; (v) the cumulative increase in Commitments pursuant to this Section 5.13 shall not exceed $100,000,000; (vi) on the effective date of such increase, no LIBOR Rate Loan shall be outstanding or if any LIBOR Rate Loans are outstanding, then the effective date of such increase will be the last day of the Interest Period in respect of such LIBOR Rate Loans unless the Borrower pays any amounts required to be paid pursuant to Section 5.9; (vii) the aggregate amount of the ~~Revolving Credit~~ Lenders’ Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $~~250,000,000. Such increase in~~ 350,000,000 without the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form approval of ~~Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement~~all Lenders; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder.and (~~b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i~~viii) the Administrative Agent ~~and~~ shall have received such corporate resolutions of the Borrower ~~shall determine (A)~~ and legal opinions of counsel to the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, Borrower as the Administrative Agent may reasonably request with respect thereto, in each case, in form and ~~the Lenders providing the Incremental Term Loans shall agree~~ substance reasonably satisfactory to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative ~~Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date~~Agent. (c) ~~As a condition precedent to such increase~~Upon the effectiveness of each Incremental Commitment Agreement executed by an Incremental Lender, (i) ~~no Default shall exist~~such Incremental Lender will become a Lender for all purposes and to the same extent as if originally a party hereto and will be bound by and entitled to the benefits of this Agreement, (ii) the ~~Borrower~~ Commitments will be deemed to include the new or increased Commitment of such Incremental Lender, and (iii) such Incremental Lender shall purchase a pro rata portion of the outstanding Loans (xand participation interests in Letters of Credit) ~~deliver~~ from each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) so that each Lender (including each Incremental Lender) holds its Commitment Percentage of the ~~Administrative Agent~~ Outstandings. (1d) Upon its receipt of a ~~Joinder Agreement~~ duly completed Incremental Commitment Agreement, executed by the Borrower and each Incremental Lender party thereto, and the ~~applicable Lender(s~~Administrative Questionnaire referred to in Section 5.13(b)(ii), and ~~(2) a certificate dated as~~ subject to the satisfaction of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms other conditions of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section ~~2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement~~5.13, the Administrative ~~Agent,~~ Agent shall accept such Incremental Commitment Agreement and record the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations information contained therein in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any Register. No increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant~~ aggregate Commitments will be effective for purposes of this Agreement unless the relevant Incremental Commitment Agreement shall have been delivered to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12Administrative Agent.

Appears in 1 contract

Sources: Credit Agreement (Cirrus Logic Inc)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right, not less than 90 days prior to the ~~Administrative Agent (which shall promptly notify the Lenders)~~Termination Date, ~~the Borrower may~~ to request in writing, from time to time (but not more than five times), ~~request an increase in~~ that the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or~~ then in effect be increased effective upon a specific date (the ~~Term Loan~~ "INCREASE EFFECTIVE DATE") set forth in such request (the "INCREASE REQUEST"); PROVIDED that no such increase shall be permitted if, after giving effect thereto the total aggregate Commitments would exceed $400,000,000. Any such increase shall be in an incremental aggregate amount of not less than, in the case of the first such increase, $15,000,000 and in the case of any subsequent increase not less than the lesser of (i) $25,000,000 or (ii) $400,000,000 minus the amount of the total aggregate Commitments then in effect (the "REQUESTED AMOUNT") and shall increase permanently the amount of the total aggregate Commitments then in effect. (b) If on the date (the "INCREASE RESPONSE DATE") that is 30 days after the date of any Increase Request any Lenders or prospective Lenders elect in their sole discretion, to increase their Commitments (each an "INCREASING LENDER") by an aggregate amount equal to the Requested Amount, then, subject to the provisions of this subsection 2.3, on the Increase Effective Date therefor, which shall be five Business Days after the Increase Response Date, the Commitments of such Increasing Lenders, and correspondingly, the total aggregate Commitments, shall be increased accordingly. Notwithstanding any ~~Term Loan~~ provision of this Agreement to the contrary, any notice by any Lender of its willingness to increase its Commitment shall be revocable by such Lender in its sole and absolute discretion at any time prior to the related Increase Effective Date. (c) Each increase in the Commitment of an Increasing Lender shall be evidenced by a written instrument executed by such Increasing Lender, the Borrower and the Administrative Agent, and shall take effect on the related Increase Effective Date. (d) Upon the request to the Administrative Agent by any Increasing Lender, the Borrower shall deliver to each such Increasing Lender, in exchange for the Note held by such Increasing Lender, a new Note, in the principal amount of such Increasing Lender's Commitment after giving effect to the adjustments made pursuant to this ~~Section 2.3(a)~~subsection 2.3. (e) If any Lenders or prospective Lenders shall have elected to increase their Commitments as provided in this subsection 2.3, ~~hereafter referred to~~ then as ~~an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount~~ of the ~~Aggregate~~ related Increase Effective Date (i) the Commitments ~~pursuant to this Section 2.3~~ of each Increasing Lender shall ~~not exceed $250,000,000. Such increase in~~ take effect and (ii) the ~~Aggregate~~ Commitments ~~may be provided by~~ of the Lenders ~~or Eligible Assignees designated~~ which are not Increasing Lenders shall remain constant. In the event any Increasing Lender is not a Lender prior to the related Increase Effective Date, such Increasing Lender shall be subject to approval by the Borrower ~~that are willing~~ and the Administrative Agent (such approval not to ~~provide~~ be unreasonably withheld) and such ~~increase (an “~~Increasing Lender”, the Borrower and the Administrative Agent shall execute and deliver a joinder agreement (a "JOINDER AGREEMENT") ~~and to become Lenders pursuant to a “Joinder Agreement”, substantially~~ in form ~~of Exhibit K,~~ and substance reasonably satisfactory to the Administrative Agent pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (bf) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before From and after ~~giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable~~ any Increase Effective Date, the ~~Revolving Credit Commitment and/or~~ Borrower and the ~~Term Loan Commitment~~Administrative Agent shall cooperate in making conversions of the Eurodollar Loans from one interest rate basis to another and in selecting Interest Periods to be applicable thereto in order, as during a reasonable period following the ~~case may be~~Increase Effective Date, to make the Loans of each ~~Increasing~~ Lender ~~shall be increased by the amount offered by~~ ratable (~~or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the~~ based on their respective Commitment Percentages ~~adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1~~ after giving effect to the ~~contrary. (e~~increased Commitments hereunder) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12various Tranches.

Appears in 1 contract

Sources: Credit Agreement (Affiliated Managers Group Inc)

Increase of Commitments. ~~(a) Upon notice~~ Subject to the ~~Administrative~~ approval of the Agent (which shall ~~promptly notify the Lenders~~not be unreasonably withheld or delayed), the Borrower ~~may from time~~ shall have the right to ~~time (but not more than five times),~~ request an increase in the aggregate amount of the ~~Revolving Credit Commitments and/or the Term Loan~~ Commitments (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”);~~ provided that there shall be no more than two such increases in the Commitments and the aggregate amount of ~~all~~ such increases in the ~~amount of the Aggregate~~ Commitments pursuant to this Section ~~2.3~~ shall not exceed $~~250,000,000~~200,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. ~~Such~~ Each such increase in the ~~Aggregate~~ Commitments ~~may~~ must be ~~provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ an aggregate minimum amount of $20,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such ~~increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing~~ request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement~~; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~, or ~~otherwise be deemed to be, a commitment on the part of~~ if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving ~~Credit Commitment or Term Loan Commitment hereunder.~~ Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) If the ~~Aggregate Commitments are increased in accordance with this Section 2.3~~aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.4(j) which have not been repaid, ~~(i) the Administrative Agent~~ and the Borrower shall ~~determine~~ pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (Ax) a Default or Event of Default shall be in existence on the effective date ~~(the “Increase Effective Date”), and (B) the final allocation~~ of such increase ~~and Schedule I attached hereto shall be automatically updated~~ or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to ~~reflect~~ which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and ~~the Increase Effective Date. (c) As a condition precedent to such increase~~except for changes in factual circumstances or transactions, ~~(i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s~~in either event not prohibited hereunder), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in In connection with any increase in the ~~Aggregate~~ aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment and a Competitive Advance Note within two (2) Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. The Borrower ~~acknowledges that if (despite any arrangements established pursuant~~ shall also execute and deliver to the ~~foregoing sentence), as a result~~ other Lenders replacement Competitive Advance Notes increasing the principal face amount thereof to 50% of ~~a non-pro-rata increase in~~ the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12new Total Commitment.

Appears in 1 contract

Sources: Credit Agreement (Gables Realty Limited Partnership)

Increase of Commitments. (a) ~~Upon notice~~ Subject to the ~~Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time (but not more than five times), request an increase in the aggregate amount~~ occurrence of the ~~Revolving Credit Commitments and/or~~ Third Amendment Effective Date, (i) each of the ~~Term Loan Commitments (any Term Loan made pursuant~~ Increasing Lenders hereby severally and not jointly agrees to ~~this Section 2.3(a)~~a Commitment Increase such that, ~~hereafter referred~~ after giving effect to ~~as an “Incremental Term Loan”); provided that the aggregate amount of all increases~~ such Commitment Increase, such Increasing Lender has a Commitment in the amount set forth on Annex A attached hereto and (ii) each of the ~~Aggregate Commitments pursuant~~ Increasing Lenders agrees to ~~this Section 2.3 shall~~ make one or more Revolving Loans and purchase participations in L/C Obligations in an aggregate amount not to exceed ~~$250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing~~ its Commitment, after giving effect to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~Increase. (b) ~~If the Aggregate~~ The Commitment Increase provided pursuant to this Increase and Amendment Agreement will constitute Commitments ~~are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”)~~under, and ~~(B)~~ as defined in, the ~~final allocation~~ Credit Agreement and are in addition to the Commitments under the Credit Agreement in effect immediately prior to the effectiveness of ~~such increase~~ this Increase and ~~Schedule I attached hereto shall be automatically updated to reflect the same and (ii)~~ Amendment Agreement. Each Increasing Lender, the Borrower, the Administrative Agent and each Issuing Bank each acknowledge and agree that, upon the ~~Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect~~ incurrence of ~~such Incremental Terms~~ Loans pursuant to the Commitment Increase provided under this Increase and Amendment Agreement and Section ~~3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity~~ 2.17 of the ~~Incremental Term~~ Credit Agreement, such Loans ~~shall not be shorter than the existing weighted average life to maturity~~ will constitute Revolving Loans for all purposes of the ~~Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase~~ Credit Agreement and the ~~Increase Effective Date~~other Credit Documents. (c) ~~As a condition precedent~~ Each Increasing Lender (a) confirms to ~~such increase~~the Administrative Agent, the Issuing Banks and each other Lender that (i) ~~no Default shall exist~~it has full power and authority, and has taken all action necessary, to execute and deliver this Increase and Amendment Agreement and to consummate the transactions contemplated hereby, (ii) it has received a copy of the ~~Borrower shall~~ Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Increase and Amendment Agreement, (xiii) ~~deliver to~~ it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Increase and Amendment Agreement, (1iv) it is not a ~~Joinder Agreement executed by the Borrower and the applicable Lender(s)~~Defaulting Lender, and (2v) if it is organized under the laws of a ~~certificate dated as of~~ jurisdiction outside the United States, it has attached to this Increase ~~Effective Date (in sufficient copies for each Lender) signed~~ and Amendment Agreement any documentation required to be delivered by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) it pursuant to the terms of the ~~Fee Letter, pay the fees~~ Credit Agreement to the ~~applicable Persons. On the applicable Increase Effective Date~~extent not previously delivered, ~~the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased~~ duly completed and executed by ~~the amount offered by (or, if applicable, allocated to)~~ such Increasing ~~Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly~~Lender. (d) ~~This Section 2.3~~ On and after the Third Amendment Effective Date, each Increasing Lender (x) will be obligated to make Revolving Loans and purchase participations in L/C Obligations in such amounts as will not cause its Revolving Credit Exposure at any time to exceed its aggregate Commitment (after giving effect to its Commitment Increase) on the terms, and subject to the conditions, set forth in the Credit Agreement, (y) will be obligated to make Revolving Loans on the terms, and subject to the conditions, set forth in the Credit Agreement, and (z) has the rights and obligations of a Lender under the Credit Agreement and the other Credit Documents. Nothing contained in this Increase and Amendment Agreement will, or will be interpreted to, limit any rights or obligations of any Increasing Lender under the Credit Agreement with respect to any already existing Commitments. On the Third Amendment Effective Date, the outstanding amount of all Revolving Loans, and the participations of the Lenders in all outstanding L/C Obligations shall ~~supersede any provisions~~ be reallocated among the Lenders in accordance with their respective Commitments (increased as set forth herein) and Applicable Percentages as provided in Section ~~3.8 or 10.1 to~~ 2.17 of the ~~contrary~~Credit Agreement. (e) The ~~parties hereto~~ Borrower acknowledges and agrees that it will be liable, to the extent of its applicable Borrowings, for all Obligations with respect to each Commitment Increase including, without limitation, any Loans made pursuant thereto. Each Transaction Party acknowledges and agrees that all Obligations with respect to the Commitment Increase including, without limitation, any Loans made pursuant thereto, will be secured as set forth in the Collateral Documents and guaranteed as set forth in the Guaranty Agreements and Guaranty Supplements. (f) The Required Lenders and the Issuing Banks acknowledge and agree that the procedural requirements set forth in Section 2.17 of the Credit Agreement have been met in connection with this Increase and Amendment Agreement and to the extent such procedures have not been followed, waive such requirements and consent to and ratify the Administrative Agent’s actions in connection with this Increase and Amendment Agreement. (g) The Required Lenders, the Issuing Banks and the Administrative Agent acknowledge and agree that, ~~notwithstanding any other provision~~ immediately upon the satisfaction or waiver of ~~this Agreement~~the conditions set forth in Section 5(d) hereof, the ~~Administrative Agent,~~ vessel Deepwater Orion (the ~~Borrower, each Increasing Lender~~ “Subject Vessel”) will be an Additional Rig and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12Collateral Rig.

Appears in 1 contract

Sources: Credit Agreement (Transocean Ltd.)

Increase of Commitments. The Borrower shall have the right at any time to increase the aggregate Commitments hereunder to the extent that the sum of the aggregate Commitments hereunder (aafter giving effect to such increase) ~~Upon notice~~ do not exceed $350,000,000 by adding to this Agreement one or more other lenders, which may include any Lender (each such lender an "Additional Lender") with the approval of the Administrative Agent (~~which shall promptly notify the Lenders~~not to be unreasonably withheld), each of which Additional Lenders shall have entered into an agreement in form and substance satisfactory to the Borrower ~~may from time~~ and the Administrative Agent pursuant to ~~time~~ which such Additional Lender shall undertake a Commitment (~~but not more than five times)~~if any such Additional Lender is a Lender, ~~request~~ its Commitment shall be in addition to such Lender's Commitment hereunder) which such Commitment shall be in an amount at least equal to $10,000,000 or a larger multiple of $1,000,000, and upon the effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the "Increased Commitment Date") such Additional Lender shall thereupon become a "Lender" for all purposes of this Agreement. Notwithstanding the foregoing, the increase in the aggregate ~~amount of the Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments (any Term Loan made~~ hereunder pursuant to this Section ~~2.3(a~~2.07(e) shall not be effective unless: (i) the Borrower shall have given the Administrative Agent notice of any such increase at least 10 days prior to any such Increased Commitment Date; (ii) no Default shall have occurred and be continuing on the Increased Commitment Date (both immediately prior to and after giving effect to the increase in Commitments on the Increased Commitment Date); (iii) no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender's sole and absolute discretion; (iv) if any Loan or Letter of Credit shall be outstanding, ~~hereafter referred~~ the Borrower shall have borrowed Loans from each of the Additional Lenders on the Increased Commitment Date, and the Additional Lenders shall have made Loans to ~~as an “Incremental Term Loan”); provided that~~ the ~~aggregate amount of all increases~~ Borrower (in the ~~amount~~ case of Eurodollar Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)) and shall be deemed to have acquired participations in any outstanding Letters of Credit, and (notwithstanding the provisions of Section 2.15 requiring that borrowings and prepayments be made ratably in accordance with the principal amounts of the ~~Aggregate~~ Loans held by the Lenders) the Borrower in coordination with the Administrative Agent shall have taken such actions, including, if necessary, prepaying Loans held by the other Lenders (together with accrued interest thereon and any amounts owing pursuant to Section 2.13 as a result of such payment) in such amounts as may be necessary so that after giving effect to such Loans, purchases and prepayments the Loans (and Interest Period(s) of Eurodollar Loan(s)) and the LC Exposure shall be held by the Lenders pro rata in accordance with the respective amounts of their Commitments (as so increased) and, in that connection, the Issuing Bank shall be deemed to have released any Lenders so deemed to have sold participations in outstanding Letters of Credit on the date of such replacement from such sold participation; and (v) there shall have been no reduction of the Commitments pursuant to Section 2.07(b) on or prior to any such Increased Commitment Date. Promptly following any increase of Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”2.07(e), substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent ~~and~~ shall provide notice thereof to each of the Lenders. Without limiting the Obligations of the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrowerprovided for in this Section 2.07, the Administrative Agent and the Lenders ~~providing~~ agree that they will use commercially reasonable efforts to attempt to minimize the ~~Incremental Term Loans shall agree~~ costs of the type referred to ~~the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided~~ in Section ~~3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided,~~ 2.13 that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds would otherwise incur in connection with ~~any~~ an increase in of the ~~Aggregate~~ Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Citizens Communications Co)

Increase of Commitments. ~~(a) Upon~~ At any time, the Borrower may request that the Aggregate Commitment be increased; provided that, after giving effect to any such increase, the Aggregate Commitment shall not exceed $300,000,000. Such request shall be made in a written notice given to the Administrative Agent ~~(which shall promptly notify the Lenders),~~ by the Borrower ~~may from time~~ not less than one (1) Business Day prior to ~~time~~ the proposed effective date of such increase, which notice (~~but not more than five times), request an~~ a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the ~~aggregate~~ Aggregate Commitment and the proposed effective date of such increase. The Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall be consented to by the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lender’s Commitment (the ~~Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ “~~Incremental Term Loan~~Effective Commitment Amount”~~); provided that the aggregate amount of all increases in~~ ) and the amount of the Aggregate ~~Commitments pursuant to this Section 2.3~~ Commitment, which amount shall ~~not exceed $250,000,000~~be effective on the following Business Day. ~~Such~~ Any increase in the Aggregate ~~Commitments may~~ Commitment shall be ~~provided~~ subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders or ~~Eligible Assignees designated by~~ expressly relate to an earlier specified date) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (B) the ~~Borrower~~ Borrower, the Administrative Agent and each Proposed New Lender or Lender that ~~are willing~~ shall have agreed to provide a “Commitment” in support of such increase ~~(an “Increasing Lender”)~~ in the Aggregate Commitment shall have executed and ~~to become Lenders pursuant to~~ delivered a “~~Joinder Agreement”,~~ Commitment and Acceptance” substantially in the form of Exhibit KE hereto, ~~pursuant~~ (C) to ~~which such Increasing~~ the extent requested by the Administrative Agent, counsel for the Borrower shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrower and the Proposed New Lender shall ~~become~~ otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase and (E) the Administrative Agent shall have administered the reallocation of the Revolving Credit Exposures on the effective date of such increase ratably among the Lenders (including new Lenders) after giving effect to such increase. The Borrower hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender, if any, in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this ~~Agreement; provided that any such increases~~ Agreement as a Lender and shall ~~be in~~ have the rights and obligations of a ~~minimum amount of $10,000,000 or a higher integral multiple of $1,000,000~~Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~at any time. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Lexmark International Inc /Ky/)

Increase of Commitments. (a) ~~Upon~~ Provided no Default or Event of Default has occurred and is continuing, upon notice to the ~~Administrative~~ Agent (which shall promptly notify the Lenders), the Borrower may from time to ~~time (but not more than five times)~~time, request an increase in the Aggregate Commitments by an aggregate amount of up to $65,000,000. At the ~~Revolving Credit Commitments and/or~~ time of sending such notice, the ~~Term Loan Commitments~~ Borrower (~~any Term Loan~~ in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than 10 Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made ~~pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that~~ hereunder. To achieve the ~~aggregate~~ full amount of ~~all increases in~~ a requested increase, the ~~amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments~~ Borrower may ~~be provided by the Lenders or~~ also invite additional Eligible Assignees ~~designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and~~ to become Lenders pursuant to a ~~“Joinder Agreement”, substantially~~ joinder agreement in ~~form of Exhibit K,~~ Proper Form. The Aggregate Commitments may not be increased pursuant to ~~which such Increasing Lender shall become a party to~~ this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunderSection more than twice. (b) If the Aggregate Commitments are increased in accordance with this ~~Section 2.3~~Section, ~~(i)~~ the ~~Administrative~~ Agent and the Borrower shall determine ~~(A)~~ the effective date (the “Increase Effective Date”), ) and ~~(B)~~ the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such timeincrease. The ~~Administrative~~ Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date~~. (c)~~ . As a condition precedent to such increase, ~~(i) no Default shall exist, (ii)~~ the Borrower shall ~~(x)~~ deliver to the ~~Administrative~~ Agent ~~(1)~~ a ~~Joinder Agreement executed by~~ certificate of the Borrower ~~and the applicable Lender(s), and (2) a certificate~~ dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (Ai) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such ~~increase no Default exists~~ increase, (A) the representations and ~~(iii) pursuant to~~ warranties contained in Section 6 hereof and the ~~terms~~ other Loan Documents are true and correct in all material respects on and as of the ~~Fee Letter, pay the fees to the applicable Persons. On the applicable~~ Increase Effective Date, except to the ~~Revolving Credit Commitment and/or~~ extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.9, the ~~Term Loan Commitment, as the case may be, of each Increasing Lender~~ representations and warranties contained in Section 6.2 shall be ~~increased by~~ deemed to refer to the ~~amount offered by~~ most recent statements furnished pursuant to subsections (ora) and (b) of Section 7.2, ~~if applicable, allocated to~~and (B) ~~such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly~~no Default or Event of Default exists. (dc) This Section ~~2.3~~ shall supersede any provisions in ~~Section 3.8~~ Sections 4.5, 11.5 or ~~10.1~~ 11.6 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Oceaneering International Inc)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative ~~Agent (~~Agent, which shall promptly ~~notify~~ deliver a copy thereof to each of the Lenders), at least ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5.0 million, the ~~Borrower may from time~~ requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to ~~time (but not more than five times), request~~ participate in the Commitment Increase must commit to an increase in the ~~aggregate~~ amount of ~~the Revolving Credit Commitments and/or the Term Loan~~ their respective Commitments (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ the “~~Incremental Term Loan~~Commitment Date”)~~; provided~~ . Each Lender that ~~the aggregate amount of all increases~~ is willing in ~~the amount of the Aggregate Commitments pursuant~~ its sole discretion to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ participate in ~~the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such ~~increase~~ requested Commitment Increase (each an “Increasing Lender”) ~~and~~ shall give written notice to ~~become~~ the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders ~~pursuant~~ are willing to ~~a “Joinder Agreement”~~participate in the requested Commitment Increase. In addition, ~~substantially~~ the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in ~~form~~ any portion of ~~Exhibit K~~the requested Commitment Increase; provided, ~~pursuant to which~~ however, that the Commitment of each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ Eligible Assignee shall be in ~~a minimum~~ an amount of not less than $~~10,000,000~~ 1.0 million or ~~a higher~~ an integral multiple of $~~1,000,000~~1.0 million in excess thereof. ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall ~~constitute, or otherwise~~ be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be ~~automatically updated~~ amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount ~~offered~~ by which such Lender is willing to increase its Commitment), and (~~or, if applicable, allocated to~~z) ~~such Increasing~~ each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the ~~Aggregate Commitments~~ Administrative Agent pursuant to which it shall ~~be increased (~~undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment ~~Percentages adjusted) accordingly~~Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (div) ~~This Section 2.3~~ If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall ~~supersede any provisions~~ borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in ~~Section 3.8 or 10.1~~ accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to ~~the contrary~~each such Commitment Increase. (eb) ~~The parties hereto agree that~~Anything in this Section 2.22 to the contrary notwithstanding, ~~notwithstanding any other provision~~ no increase in the aggregate Commitments hereunder pursuant to this Section 2.22 shall be effective unless: (i) as of ~~this Agreement~~the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the ~~Borrower~~Administrative Agent of (A) customary legal opinions, ~~each Increasing Lender~~ board resolutions and ~~each~~ officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other ~~Lender~~than changes to such legal opinions resulting from a change in law, ~~as applicable, may make arrangements~~ change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such ~~parties to cause an~~ Increasing Lender ~~to temporarily hold risk participations in~~ or Additional Lender is provided with the ~~Revolving Loans~~ benefit of the ~~other Lenders~~ applicable Loan Documents; (~~rather than fund its~~ iii) after giving effect to such Commitment ~~Percentage~~ Increases, the aggregate principal amount of all ~~outstanding Revolving Loans concurrently~~ such Commitment Increases incurred since the First Amendment Effective Date shall not exceed an amount equal to the sum of (A) $50.0 million plus (B) 100% of Consolidated Adjusted EBITDA for the most recently ended Reference Period, on a pro forma basis; and (iv) after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the ~~applicable increase) with a view toward minimizing breakage costs~~ Financial Covenants for the most recently ended Reference Period and ~~transfers of funds in connection with any increase in~~ the ~~Aggregate Commitments. The~~ Borrower ~~acknowledges that if (despite any arrangements established pursuant~~ shall have delivered to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then Administrative Agent reasonably detailed calculations demonstrating such ~~prepayment or conversion shall be subject to the provisions of Section 3.12~~compliance.

Appears in 1 contract

Sources: Credit Agreement (Flywire Corp)

Increase of Commitments. (ai) ~~Upon~~ Subject to this Section 2.04(c), the Borrowers may, at any time after the Effective Date by notice to the Administrative Agent, propose an increase in the Aggregate Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment (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 “Additional Commitment Increase Lender”), each such Additional Commitment Increase Lender being reasonably acceptable to the Administrative Agent. Such notice shall specify (i) the name of each Increasing Lender and/or Additional Commitment Increase Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Additional Commitment Increase Lender and (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”). (ii) Each Commitment Increase shall be subject to the following conditions: (A) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $50,000,000; (B) immediately after giving effect to any Commitment Increase, the Aggregate Commitments shall not exceed $3,000,000,000; (C) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date; (D) the representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of the Commitment Increase Date (or (A) if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date, (B) in the case of Section 5.05(a), such representations and warranties shall be deemed to refer to the most recent financial statements furnished by the Borrowers hereunder, (C) in the case of Section 5.05(b), such representations and warranties shall be deemed to refer to the most recent audited statements furnished by the Borrowers hereunder, (D) in the case of Section 5.06, such representations and warranties shall except any matter which has theretofore been disclosed in writing by any Borrower to the Administrative Agent (which ~~shall promptly notify~~ will make the ~~Lenders), the Borrower may from time~~ same available to ~~time~~ each Lender) and (~~but not more than five times), request an increase~~ E) in the ~~aggregate amount~~ case of those representations and warranties which are qualified by materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects); and (E) the Administrative Agent shall have received such other documentation related to such Commitment Increase as it shall reasonably request. (iii) Each Commitment Increase (and the increase of the ~~Revolving Credit Commitments~~ applicable Commitment of each Increasing Lender and/or the ~~Term Loan Commitments (any Term Loan made pursuant~~ new Commitment of each Additional Commitment Increase Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon satisfaction of the conditions set forth in Section 2.04(c)(ii) and execution of an amendment to this ~~Section 2.3(a), hereafter referred to as~~ Agreement (an “Incremental ~~Term Loan~~Amendment”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, ~~substantially~~ in form and substance reasonably satisfactory to the Borrowers and the Administrative Agent, executed by each of ~~Exhibit K~~(a) the Borrowers, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b~~) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i~~) the Administrative Agent and (c) each Increasing Lender and/or such Additional Commitment Increase Lender pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Additional Commitment Increase Lender, as applicable, shall provide its Commitment (or an increase of its applicable Commitment, as applicable). Each of the ~~Borrower shall determine~~ parties hereto hereby (A) agrees that, notwithstanding anything to the ~~effective date~~ contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Incremental Amendment executed by each of (a) the ~~“Increase Effective Date”)~~Borrowers, (b) the Administrative Agent and (Bc) each Increasing Lender and/or such Additional Commitment Increase Lender, which shall not require the ~~final allocation~~ consent of ~~such increase and Schedule I attached hereto shall be automatically updated~~ any other Lenders, to the extent reasonably required to (i) reflect the ~~same~~ existence and terms of the Commitment Increase and (ii) effect such other amendments to this Agreement and the ~~Borrower~~other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section or that have otherwise been approved in accordance with Section 10.01, and the Lenders ~~providing~~ hereby expressly and irrevocably, for the ~~Incremental Term Loans shall agree~~ benefit of all parties hereto, authorize the Administrative Agent to enter into such amendment and (B) consents to the ~~amortization schedule~~ transactions contemplated by this Section 2.04(c) (including, for the avoidance of doubt, payment of interest, fees or premiums as may be set forth in ~~respect~~ the relevant amendment). (iv) Upon receipt of ~~such~~ the executed Incremental ~~Terms Loans pursuant to~~ Amendment, together with the documents specified in Section ~~3.2(e~~2.04(c)(ii), ~~and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that~~ the ~~weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The~~ Administrative Agent shall ~~promptly notify~~ record the ~~Lenders~~ information contained in such Incremental Amendment in the Register and give prompt notice of the ~~final allocation of such increase~~ relevant Commitment Increase to the Borrowers and the Lenders. On each Commitment Increase ~~Effective~~ Date~~. (c) As a condition precedent to such increase~~, if there are Loans then outstanding, (i) ~~no Default~~ each applicable Borrower shall ~~exist~~simultaneously prepay in full the outstanding Loans, which may be funded with a Borrowing of Loans under the remaining Aggregate Commitments after giving effect to the applicable Commitment Increase or (ii) at the ~~Borrower~~ request of the Borrowers, each existing Lender shall ~~(x) deliver~~ assign to each Increasing Lender and/or Additional Commitment Increase Lender, and each Increasing Lender and/or Additional Commitment Increase Lender shall purchase from each of the existing Lenders, at par, such interests in the Loans outstanding, to the ~~Administrative Agent (1) a Joinder Agreement executed by~~ extent necessary to keep outstanding Loans ratable with any revised Applicable Percentages of the ~~Borrower and the applicable Lender(s), and (2) a certificate dated~~ respective Lenders effective as of ~~the Increase Effective Date~~ such date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such ~~increase no Default exists~~ Commitment Increase). The Administrative Agent and ~~(iii)~~ the Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.02 and 2.03 of this Agreement shall not apply to the transactions effected pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordinglypreceding sentences. (dv) Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase any of its Commitments hereunder and any election to do so shall be in the sole and absolute discretion of such Lender. This Section ~~2.3~~ shall supersede any provisions in Section ~~3.8~~ 2.11 or ~~10.1~~ 10.01(y) to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: 364 Day Credit Agreement (Athene Holding LTD)

Increase of Commitments. ~~(a) Upon~~ By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly ~~notify~~ distribute to the Lenders), ) the ~~Borrower~~ Borrowers may from time to time ~~(but not more than five times),~~ request an increase in the aggregate amount (a) of the Revolving ~~Credit~~ Commitments ~~and/or~~ by an aggregate amount of up to $50,000,000 in minimum increments of $10,000,000, and (b) of the Term ~~Loan~~ Commitments ~~(any Term Loan made pursuant~~ by an aggregate amount of up to ~~this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~$100,000,000 in minimum increments of $10,000,000; provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall ~~exist~~have occurred and be continuing, (ii) the ~~Borrower~~ aggregate amount of the Commitments shall not have been reduced, nor shall the Borrowers have given notice of any such reduction under Section 2.9, (xiii) ~~deliver~~ the aggregate amount of the Commitments shall not previously have been increased pursuant to this Section 2.23 more than three (3) times, and (iv) the aggregate amount of the increase of the Commitments pursuant to this Section 2.23 shall not exceed $100,000,000. No Lender shall have any obligation to increase its Commitment. A Lender’s decision whether to increase its Commitment under this Section 2.23 if it is requested to do so shall be made in such Lender’s sole and absolute discretion and any failure to respond to a request shall be deemed a decision by such Lender that it will not increase its Commitment. If one or more of the Lenders is not increasing its Commitment, then, with notice to the Administrative Agent ~~(1) a Joinder Agreement executed~~ and the other Lenders, another one or more financial institutions, each as approved by the ~~Borrower~~ Borrowers and the ~~applicable Lender(s~~Administrative Agent (a “New Lender”), ~~and (2) a certificate dated as~~ may commit to provide an amount equal to the aggregate amount of the ~~Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted~~ requested increase that will not be provided by the ~~Borrower approving~~ existing Lenders (the “Increase Amount”); provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrowers that the Lenders, or ~~consenting~~ sufficient lenders and New Lenders have agreed to commit to an aggregate amount equal to the Increase Amount (or such ~~increase~~lesser amount as the Borrowers shall agree, which shall be at least $10,000,000 and ~~(B) certifying that~~an integral multiple of $5,000,000 in excess thereof), ~~before and~~ then: provided that no Default exists at such time or after giving effect to ~~such increase no Default exists and (iii) pursuant to~~ the ~~terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date~~requested increase, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this AgreementBorrowers, the Administrative Agent, and the ~~Borrower~~Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an “Increase Commitment Supplement” (herein so called) in the form attached hereto as Exhibit “K” hereto. If all existing Lenders shall not have provided their pro rata portion of the requested increase, ~~each Increasing Lender and each other Lender~~on the effective date of the Increase Commitment Supplement the Borrowers shall request a borrowing hereunder which shall be made only by the Lenders who have increased their Commitment and, as if applicable, ~~may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in~~ the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate CommitmentsNew Lenders. The ~~Borrower acknowledges that if (despite any arrangements established pursuant~~ proceeds of such borrowing shall be utilized by the Borrowers to repay the ~~foregoing sentence), as a result of a non-pro-rata~~ Lenders who did not agree to increase ~~in the Aggregate~~ their Commitments, ~~any Eurodollar~~ such borrowing and repayment to be an amounts sufficient so that after giving effect thereto, the Loans ~~must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion~~ shall be ~~subject~~ held by the Lenders pro rata according to ~~the provisions of Section 3.12~~their Commitments.

Appears in 1 contract

Sources: Credit Agreement (Amedisys Inc)

Increase of Commitments. (a) ~~Upon notice to~~ At any time after the ~~Administrative Agent (which~~ Closing Date, provided that no Default or Event of Default shall ~~promptly notify the Lenders)~~have occurred and be continuing, the Borrower may request from time to time one or more increases of the Commitments by notice to the Agent in writing of the amount of each such proposed increase (~~but not more~~ each such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank other than ~~five times), request an~~ a Defaulting Bank the opportunity to subscribe for its pro rata share of the requested increase in the ~~aggregate amount~~ Commitments, and the Agent shall promptly provide to each Bank a copy of any Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the ~~Revolving Credit~~ applicable Commitment Increase Notice, each Bank that is not a Defaulting Bank wishing to subscribe for its pro rata share of the requested increase in the Commitments ~~and/or~~ must deliver written notice of such fact to the ~~Term Loan~~ Agent. If any portion of the requested increase in the Commitments is not subscribed for by the Banks within such 10-day period, the Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Bank that is not a Defaulting Bank (which consent shall not be unreasonably withheld or delayed so long as such Person is an Eligible Assignee), offer to any ~~Term Loan made~~ existing Bank that is not a Defaulting Bank or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the requested increase in the Commitments pursuant to Section 2.05(b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer a participation in the unsubscribed portion of the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute an agreement (a “New Bank Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a “New Bank”) shall become a Bank for all purposes hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $5,000,000. (c) Any Bank that accepts an offer by the Borrower to increase its Commitment pursuant to this Section ~~2.3(a~~2.05 shall, in each case, execute a commitment increase agreement (a “Commitment Increase Agreement”), ~~hereafter referred~~ in the form required by the Agent, with the Borrower and the Agent, whereupon such Bank shall be bound by and entitled to ~~as an “Incremental Term Loan”); provided that~~ the ~~aggregate~~ benefits of this Agreement with respect to the full amount of ~~all increases~~ its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to reflect such increase in the Commitment of such Bank. (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of in-house counsel to the Borrower, if any, as the Agent shall reasonably request with respect thereto. (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.05(b) or if any Bank’s Commitment is increased pursuant to Section 2.05(c), additional Loans and additional liability for Facility Letters of Credit made or issued on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on each Bank’s (including each New Bank’s) respective Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Bank making an aggregate principal amount of Loans and incurring liability for the Facility Letters of Credit in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Loans on the last day of the Rate Period applicable thereto and the extension of new Eurodollar Rate Loans pro rata based on the Banks’ respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Loans outstanding, the Borrower shall make prepayments thereof and borrow new Alternate Base Rate Loans so that, after giving effect thereto, the Alternate Base Rate Loans outstanding are held pro rata based on the Banks’ respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Eurodollar Rate Loans outstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Rate Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Loans will be paid thereon to the respective Banks holding such Eurodollar Rate Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 2.05, (i) no Bank shall have any obligation to increase its Commitment under this Section 2.05 unless it agrees in writing to do so in its sole discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the ~~Aggregate~~ Commitments pursuant to this Section ~~2.3~~ 2.05, (iii) the Agent shall have no obligation to find or locate any New Bank to participate in any unsubscribed portion of any increase in the Commitments requested by the Borrower, (iv) each increase in the Commitments requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Commitments pursuant to this Section 2.05, the sum of the Commitments shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”)700,000,000, and (Bvi) in the ~~final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect~~ event the ~~same and (ii)~~ Borrower reduces the ~~Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans~~ Commitments pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving 4.07 or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement more than one time during the term of this Agreement, the ~~Administrative Agent,~~ ability of the ~~Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory~~ Borrower to ~~such parties to cause an Increasing Lender to temporarily hold risk participations~~ request increases in the ~~Revolving Loans~~ Commitments pursuant to this Section 2.05 shall automatically terminate. (g) The Borrower shall execute and deliver to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any increase of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase Commitments in the ~~Aggregate~~ original principal amount of such Bank’s Commitment after giving effect to any such increase of the Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Revolving Credit Agreement (Southern Union Co)

Increase of Commitments. ~~(a) Upon notice~~ Subject to the ~~Administrative~~ approval of the Agent (which shall ~~promptly notify~~ not be unreasonably withheld, delayed or, except with respect to the ~~Lenders~~fees to be paid to Agent for arranging the increase, conditioned), the Borrower ~~may from time~~ shall have the right to ~~time (but not more than five times),~~ request an increase in the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or~~ by providing written notice to the ~~Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a)~~Agent, ~~hereafter referred to as an “Incremental Term Loan”)~~which notice shall be irrevocable once given; provided that (i) the aggregate amount of ~~all~~ such increases in the ~~amount of the Aggregate~~ Commitments pursuant to this Section ~~2.3~~ 2.14 shall not exceed $~~250,000,000~~50,000,000 in the aggregate; (ii) the Borrower may not exercise its rights pursuant to this Section 2.14 more than two (2) times; and (iii) the Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Termination Date. ~~Such~~ Each such increase in the ~~Aggregate~~ Commitments must be an aggregate minimum amount of $15,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender’s Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent’s notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. As a condition to any such increase in the Commitment, the Borrower shall pay to the Agent such fees as it may ~~be provided by~~ require in connection with the arrangement of such increase, and to the Lenders ~~or Eligible Assignees designated by the Borrower that are willing to provide~~ acquiring such increase ~~(an “Increasing Lender”)~~ such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and ~~to become~~ non-refundable under any circumstances. In the event a new Lender or Lenders ~~pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall~~ become a party to this Agreement~~; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~, or ~~otherwise be deemed to be, a commitment on the part of~~ if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving ~~Credit Commitment or Term Loan Commitment hereunder.~~ Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) If the ~~Aggregate Commitments are increased in accordance with this Section 2.3~~aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.3(j) which have not been repaid, ~~(i) the Administrative Agent~~ and the Borrower shall ~~determine~~ pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (Ax) a Default or Event of Default shall be in existence on the effective date ~~(the “Increase Effective Date”), and (B) the final allocation~~ of such increase ~~and Schedule I attached hereto shall be automatically updated to reflect the same and~~ or (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity any representation or warranty made or deemed made by or on behalf of the ~~Incremental Term Loans shall~~ Borrower or any other Obligor in any Loan Document is not ~~be shorter than~~ (or would not be) true or correct in all material respects on the ~~existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation~~ effective date of such increase ~~and the Increase Effective Date.~~ (~~c) As a condition precedent~~ except for representations or warranties which expressly relate solely to ~~such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s~~an earlier date), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in In connection with any increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the ~~foregoing sentence)~~Agent may reasonably request and (B) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Revolving Note, as ~~a result~~ appropriate, in the amount of ~~a non-pro-rata~~ such Lender’s Commitment contemporaneously with the effectiveness of the applicable increase in the ~~Aggregate~~ aggregate amount of Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Wells Real Estate Investment Trust Ii Inc)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative ~~Agent (~~Agent, which shall promptly ~~notify~~ deliver a copy thereof to each of the Lenders), at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5 million, the ~~Borrower may from time~~ requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to ~~time (but not more than five times), request~~ participate in the Commitment Increase must commit to an increase in the ~~aggregate~~ amount of ~~the Revolving~~ their respective Credit Commitments ~~and/or~~ (the ~~Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ “~~Incremental Term Loan~~Commitment Date”)~~; provided~~ . Each Lender that ~~the aggregate amount of all increases~~ is willing in ~~the amount of the Aggregate Commitments pursuant~~ its sole discretion to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ participate in ~~the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such ~~increase~~ requested Commitment Increase (each an “Increasing Lender”) ~~and~~ shall give written notice to ~~become~~ the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders ~~pursuant~~ are willing to ~~a “Joinder Agreement”~~participate in the requested Commitment Increase. In addition, ~~substantially~~ the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in ~~form~~ any portion of ~~Exhibit K~~the requested Commitment Increase; provided, ~~pursuant to which~~ however, that the Commitment of each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ Eligible Assignee shall be in ~~a minimum~~ an amount of not less than $~~10,000,000~~ 1 million or ~~a higher~~ an integral multiple of $~~1,000,000~~1 million in excess thereof. ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall ~~constitute, or otherwise~~ be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be ~~automatically updated~~ amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount ~~offered~~ by which such Lender is willing to increase its Commitment), and (~~or, if applicable, allocated to~~z) ~~such Increasing~~ each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the ~~Aggregate Commitments~~ Administrative Agent pursuant to which it shall ~~be increased (~~undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment ~~Percentages adjusted) accordingly~~Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (div) ~~This Section 2.3~~ If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall ~~supersede any provisions~~ borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in ~~Section 3.8 or 10.1~~ accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to ~~the contrary~~each such Commitment Increase. (eb) ~~The parties hereto agree that~~Anything in this Section 2.22 to the contrary notwithstanding, ~~notwithstanding any other provision~~ no increase in the aggregate Commitments hereunder pursuant to this Section 2.22 shall be effective unless: (i) as of ~~this Agreement~~the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the ~~Borrower~~Administrative Agent of (A) customary legal opinions, ~~each Increasing Lender~~ board resolutions and ~~each~~ officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other ~~Lender~~than changes to such legal opinions resulting from a change in law, ~~as applicable, may make arrangements~~ change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such ~~parties to cause an~~ Increasing Lender ~~to temporarily hold risk participations in~~ or Additional Lender is provided with the ~~Revolving Loans~~ benefit of the ~~other Lenders~~ applicable Loan Documents; (~~rather than fund its~~ iii) after giving effect to such Commitment ~~Percentage~~ Increases, the aggregate principal amount of all ~~outstanding Revolving Loans concurrently~~ such Commitment Increases incurred since the Effective Date shall not exceed $100 million; and (iv) after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the ~~applicable increase~~Financial Covenants for the most recently ended Reference Period for which financial statements have been (or were required to be) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant delivered to the ~~foregoing sentence), as a result of a non-pro-rata increase in~~ Administrative Agent and the ~~Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion~~ Borrower shall ~~be subject~~ have delivered to the ~~provisions of Section 3.12~~Administrative Agent reasonably detailed calculations demonstrating such compliance.

Appears in 1 contract

Sources: Credit Agreement (Etsy Inc)

Increase of Commitments. (a) ~~Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the~~ The Borrower may from time to time (but not more than five times), so long as no Event of Default exists, request an increase in the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments~~ by delivering a written request (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as~~ an “~~Incremental Term Loan~~Increase Request”)) to the Administrative Agent and the Lenders; provided that the aggregate amount of all increases in the amount of the ~~Aggregate~~ Commitments pursuant to this Section 2.3 shall not exceed $~~250,000,000~~60,000,000. ~~Such increase in~~ Any Increase Request shall specify (i) the ~~Aggregate Commitments may be provided~~ date (the “Increase Response Date”) by ~~the Lenders~~ which any Lender or ~~Eligible Assignees designated by the Borrower~~ prospective Lender that ~~are~~ is willing to ~~provide~~ increase its Commitment must respond to such request, (ii) the date (the “Increase Effective Date”) on which the requested increase is to become effective (which shall be at least five Business Days after the related Increase Response Date) and (iii) the amount of the requested increase (~~an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to~~ which ~~such Increasing Lender shall become a party to this Agreement; provided that any such increases~~ shall be ~~in a minimum amount of~~ $10,000,000 or a higher integral multiple of $1,000,000). ~~Nothing contained herein~~ No Lender shall ~~constitute, or otherwise~~ be ~~deemed to be, a commitment on the part of any Lender~~ obligated to increase its ~~Revolving Credit Commitment or Term Loan Commitment hereunder~~commitment pursuant to any Increase Request. (b) If Not later than the ~~Aggregate Commitments are increased~~ Increase Response Date for an Increase Request, any Lender or prospective Lender that is willing to increase its Commitment in ~~accordance with this Section 2.3,~~ response to such Increase Request (ian “Increasing Lender”) shall notify the Borrower and the Administrative Agent ~~and~~ of the ~~Borrower shall determine~~ amount by which such Lender or prospective Lender is willing to increase its Commitment (~~A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto~~ which amount shall be ~~automatically updated to reflect~~ an integral multiple of $1,000,000). On the ~~same and (ii)~~ first Business Day after the ~~Borrower~~Increase Response Date, the Administrative Agent ~~and the Lenders providing the Incremental Term Loans~~ shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Increasing Lenders of the ~~final allocation~~ amounts of their respective increases (it being understood that if the aggregate amount of increased Commitments offered pursuant to an Increase Request exceeds the amount requested, the Borrower, in consultation with the Administrative Agent, may (subject to the limitation in clause (a) above) accept all or any portion of such ~~increase and~~ excess offered Commitments and/or allocate the ~~Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii)~~ increases in the ~~Borrower shall (x) deliver to~~ Commitments among the ~~Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s~~Increasing Lenders), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the ~~Revolving Credit~~ Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the ~~Aggregate~~ aggregate amount of the Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (dc) ~~This Section 2.3 shall supersede~~ If any ~~provisions in Section 3.8 or 10.1~~ Increasing Lender is not a Lender prior to the ~~contrary. (e) The parties hereto agree that~~related Increase Effective Date, ~~notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each~~ such Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to approval by the ~~provisions~~ Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed) and such Increasing Lender, the Borrower and the Administrative Agent shall sign and deliver a joinder agreement (a “Joinder Agreement”), substantially in form and substance as Exhibit N, pursuant to which such Increasing Lender shall become a party to this Agreement. (d) From and after any Increase Effective Date, the Borrower and the Administrative Agent shall cooperate in making conversions of ~~Section 3.12~~the Eurodollar Loans from one interest rate basis to another and in selecting Interest Periods to be applicable thereto in order, during a reasonable period following the Increase Effective Date, to make the Loans of the Lenders ratable (based on their respective Commitment Percentages after giving effect to the increased Commitments hereunder) in the various Tranches.

Appears in 1 contract

Sources: Credit Agreement (Affiliated Managers Group Inc)

Increase of Commitments. (a) ~~Upon notice to~~ At any time on or after the ~~Administrative Agent (which~~ Third Amendment Closing Date, provided that no Event of Default shall ~~promptly notify the Lenders)~~have occurred and be continuing, the ~~Borrower~~ Company may ~~from time to time (but not more than five times),~~ request an increase of the Total Commitment by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $400,000,000600,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or more New Lender Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the CompanyBorrowers and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such Lender’s ▇▇▇▇▇ased Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 5.18, the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or~~ shall not exceed $2,400,000,0003,000,000,000. (g) TheOn or following a Re-Allocation Date, the ~~Term Loan Commitments (~~Company shall execute and deliver a Note or Notes to eachany New Lender and replacement Notes to any ~~Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases~~ Lenders signing a Commitment Increase Agreement in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable said Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or’ Commitments, if ~~applicable, allocated to)~~ requested by such ~~Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly~~Person. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Revolving Credit Agreement (Group 1 Automotive Inc)

Increase of Commitments. (a) ~~Upon notice to~~ At any time after the ~~Administrative Agent (which~~ date hereof, provided that no Event of Default shall ~~promptly notify the Lenders)~~have occurred and be continuing, the ~~Borrower~~ Company may ~~from time to time (but not more than five times),~~ request an increase of the aggregate Commitments by notice thereof to the Agent in writing (such notice, a "Commitment Increase Notice"), in an amount not less than $25,000,000 nor more than $100,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between Floor Plan Loan Commitments and Revolving Credit Loan Commitments as requested by Borrower, provided, following any such increase, the Revolving Credit Loan Commitment shall not exceed twenty percent (20%) of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (a "New Lender"), by the execution of an agreement (a "New Lender Agreement") substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and a Revolving Credit Loan Commitment on a pro rata basis. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a "Commitment Increase Agreement") substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitments, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender's Commitment is increased pursuant to Section 5.18(c), (the "Re-Allocation Date") shall be made pro rata based on their respective Floor Plan Loan Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 5.18, the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments~~ shall not exceed $900,000,000. (~~any Term Loan made pursuant~~ g) The Company shall execute and deliver a Note or Notes to ~~this Section 2.3(a), hereafter referred~~ each New Lender and replacement Notes to ~~as an “Incremental Term Loan”); provided that the aggregate amount of all increases~~ Lenders signing a Commitment Increase Agreement in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereundersaid Persons' Commitments. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Revolving Credit Agreement (Asbury Automotive Group Inc)

Increase of Commitments. (a) ~~Upon~~ If no Default, Event of Default or Material Adverse Change shall have occurred and be continuing at the time of delivery of the Commitment Increase Notice, the Borrower may at any time and from time to time request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (~~which~~ such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall ~~promptly notify~~ be at least $10,000,000, (ii) the ~~Lenders), the Borrower may from time to time (but not more than five times), request an~~ cumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $150,000,000 without the approval of the Required Lenders, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Revolving ~~Credit Commitments and/or the Term~~ Loan Commitments shall not exceed $550,000,000 without the approval of the Required Lenders. The Administrative Agent shall, within five (~~any Term Loan made~~ 5) Business Days after receipt of the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall so notify the Administrative Agent in writing no later than fifteen (15) days after receipt by the Lender of such request. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section ~~2.3(a)~~2.20 shall, ~~hereafter referred~~ in each case, execute a Commitment Increase Agreement, in substantially the form attached hereto as Exhibit C, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to ~~as an “Incremental Term Loan”); provided that~~ the ~~aggregate~~ benefits of this Agreement with respect to the full amount of ~~all increases~~ its Revolving Loan Commitment as so increased, and the definition of Commitment in ~~the amount of the Aggregate Commitments pursuant to this~~ Section ~~2.3~~ 1.01 and Schedule 2.01 hereof shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to ~~be, a commitment on~~ be amended to reflect such increase. Any Lender that does not notify the ~~part of any Lender~~ Administrative Agent within such period that it will increase its Revolving Loan Commitment shall be deemed to have rejected such offer to increase its Revolving ~~Credit Commitment or Term~~ Loan Commitment. No Lender shall have any obligation whatsoever to agree to increase its Revolving Loan Commitment. Any agreement to increase a Lender’s pro rata share of the increased Revolving Loan Commitment ~~hereunder~~shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (b) If any portion of the ~~Aggregate~~ increased Commitments ~~are~~ is not subscribed for by such Lenders, the Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in ~~accordance with this Section 2.3~~any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders, ~~(i)~~ to the additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) approved by the Borrower, the Administrative Agent ~~and~~ shall notify such proposed lenders of the ~~Lenders providing the Incremental Term Loans shall agree~~ opportunity to ~~the amortization schedule~~ participate in ~~respect~~ all or a portion of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity unsubscribed portion of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Dateincreased Commitments. (c) ~~As a condition precedent to such increase, (i) no Default shall exist, (ii)~~ Any additional bank or financial institution that the Borrower selects to offer participation in the increased Revolving Loan Commitments shall ~~(x)~~ execute and deliver to the Administrative Agent a New Lender Agreement (1a “New Lender Agreement”), in substantially the form attached hereto as Exhibit D, setting forth its Revolving Loan Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a ~~Joinder~~ Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Revolving Loan Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Revolving Loan Commitment of any New Lender shall be an amount not less than $10,000,000. Each New Lender Agreement ~~executed~~ shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the ~~applicable Lender(s)~~Administrative Agent, and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to whereupon such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be ~~increased~~ bound by and entitled to the benefits of this Agreement with respect to the full amount ~~offered by (or~~of its Commitment as so increased, ~~if applicable, allocated to) such Increasing Lender~~ and the ~~Aggregate Commitments~~ definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be ~~increased (and the Commitment Percentages adjusted) accordingly~~deemed to be amended to reflect such increase. (d) ~~This Section 2.3~~ The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall ~~supersede any provisions in Section 3.8 or 10.1~~ be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the ~~contrary~~Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (e) ~~The parties hereto agree that~~If any bank or financial institution becomes a New Lender pursuant to Section 2.20(c) or any Lender’s Commitment is increased pursuant to Section 2.20, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the additional Revolving Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of ~~the other Lenders (rather than fund its Commitment Percentage of all outstanding~~ Revolving Loans ~~concurrently~~ in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant such increased Commitments to the ~~foregoing sentence~~extent of, and pro rata based on, their respective Commitments), ~~as a result~~ and continuations of ~~a non~~Loans outstanding on such Re-~~pro-rata increase in the Aggregate Commitments, any Eurodollar~~ Allocation Date shall be effected by repayment of such Loans ~~must be prepaid or converted (in whole or in part)~~ on ~~a day other than~~ the last day of an the Interest Period ~~therefor~~applicable thereto or, ~~then~~ in the case of ABR Loan, on the date of such ~~prepayment or conversion~~ increase, and the making of new Loans of the same Type pro rata based on the respective Revolving Loan Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be ~~subject~~ paid thereon to the ~~provisions of Section 3.12~~respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Appears in 1 contract

Sources: Credit Agreement (Magellan Midstream Partners Lp)

Increase of Commitments. ~~(a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may~~ At any time and from time to ~~time (~~time, but not more than five ~~times)~~(5) times during the term of this Agreement, the Company may request ~~an increase in~~ that the ~~aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~Aggregate Commitment be increased; provided that ~~the aggregate amount of all increases in the amount of~~ (i) the Aggregate ~~Commitments pursuant to this Section 2.3~~ Commitment shall ~~not~~ at no time exceed $~~250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ 1,350,000,000 and (ii) such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases request shall be in a minimum amount of $~~10,000,000~~ 50,000,000. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company not less than ten (10) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. The Company may notify the Administrative Agent of any financial institution (other than the Company or any Subsidiary or Affiliate of the Company) that shall have agreed to become a ~~higher integral multiple~~ “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of ~~$1,000,000~~the amount of each Lender’s and Proposed New Lender’s Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (B) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrowers shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (D) the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. The Administrative Agent shall, with the consent of the Company, reallocate the Revolving Credit Exposures on the effective date of such increase ratably among the Lenders (including new Lenders) after giving effect to such increase. The Company hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~at any time. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Fiserv Inc)

Increase of Commitments. (a) ~~Upon~~ If no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time and from time to time request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (~~which~~ such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall ~~promptly notify~~ be at least $10,000,000, (ii) the ~~Lenders), the Borrower may from time to time (but not more than five times), request an~~ cumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $125,000,000, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Revolving ~~Credit Commitments and/or the Term~~ Loan Commitments shall not exceed $250,000,000 without the approval of the Required Lenders. The Administrative Agent shall, within five (~~any Term Loan made~~ 5) Business Days after receipt of the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall so notify the Administrative Agent in writing no later than twenty (20) days after receipt by the Lender of such request. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section ~~2.3(a)~~2.20 shall, ~~hereafter referred~~ in each case, execute a Commitment Increase Agreement, in substantially the form attached hereto as Exhibit C, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to ~~as an “Incremental Term Loan”); provided that~~ the ~~aggregate~~ benefits of this Agreement with respect to the full amount of ~~all increases~~ its Revolving Loan Commitment as so increased, and the definition of Commitment in ~~the amount of the Aggregate Commitments pursuant to this~~ Section ~~2.3~~ 1.01 and Schedule 2.01 hereof shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to ~~be, a commitment on~~ be amended to reflect such increase. Any Lender that does not notify the ~~part of any Lender~~ Administrative Agent within such period that it will increase its Revolving Loan Commitment shall be deemed to have rejected such offer to increase its Revolving ~~Credit Commitment or Term~~ Loan Commitment. No Lender shall have any obligation whatsoever to agree to increase its Revolving Loan Commitment. Any agreement to increase a Lender’s pro rata share of the increased Revolving Loan Commitment ~~hereunder~~shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (b) If any portion of the ~~Aggregate~~ increased Commitments ~~are~~ is not subscribed for by such Lenders, the Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in ~~accordance with this Section 2.3~~any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders, ~~(i)~~ to the additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) approved by the Borrower, the Administrative Agent ~~and~~ shall notify such proposed lenders of the ~~Lenders providing the Incremental Term Loans shall agree~~ opportunity to ~~the amortization schedule~~ participate in ~~respect~~ all or a portion of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity unsubscribed portion of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Dateincreased Commitments. (c) ~~As a condition precedent to such increase, (i) no Default shall exist, (ii)~~ Any additional bank or financial institution that the Borrower selects to offer participation in the increased Revolving Loan Commitments shall ~~(x)~~ execute and deliver to the Administrative Agent a New Lender Agreement (1a “New Lender Agreement”), in substantially the form attached hereto as Exhibit D, setting forth its Revolving Loan Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a ~~Joinder~~ Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Revolving Loan Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Revolving Loan Commitment of any New Lender shall be an amount not less than $10,000,000. Each New Lender Agreement ~~executed~~ shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the ~~applicable Lender(s)~~Administrative Agent, and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to whereupon such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be ~~increased~~ bound by and entitled to the benefits of this Agreement with respect to the full amount ~~offered by (or~~of its Commitment as so increased, ~~if applicable, allocated to) such Increasing Lender~~ and the ~~Aggregate Commitments~~ definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be ~~increased (and the Commitment Percentages adjusted) accordingly~~deemed to be amended to reflect such increase. (d) ~~This Section 2.3~~ The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall ~~supersede any provisions in Section 3.8 or 10.1~~ be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the ~~contrary~~Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (e) ~~The parties hereto agree that~~If any bank or financial institution becomes a New Lender pursuant to Section 2.20(c) or any Lender’s Commitment is increased pursuant to Section 2.20, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the additional Revolving Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of ~~the other Lenders (rather than fund its Commitment Percentage of all outstanding~~ Revolving Loans ~~concurrently~~ in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant such increased Commitments to the ~~foregoing sentence~~extent of, and pro rata based on, their respective Commitments), ~~as a result~~ and continuations of ~~a non~~Loans outstanding on such Re-~~pro-rata increase in the Aggregate Commitments, any Eurodollar~~ Allocation Date shall be effected by repayment of such Loans ~~must be prepaid or converted (in whole or in part)~~ on ~~a day other than~~ the last day of an the Interest Period ~~therefor~~applicable thereto or, ~~then~~ in the case of ABR Loan, on the date of such ~~prepayment or conversion~~ increase, and the making of new Loans of the same Type pro rata based on the respective Revolving Loan Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be ~~subject~~ paid thereon to the ~~provisions of Section 3.12~~respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Appears in 1 contract

Sources: Credit Agreement (Magellan Midstream Partners Lp)

Increase of Commitments. ~~(a) Upon notice to~~ The Borrower shall have the ~~Administrative Agent (which shall promptly notify the Lenders), the Borrower may~~ right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (~~but not more than five times)~~provided that after giving effect to any increases in the Commitments pursuant to this Section, ~~request an increase in~~ the aggregate amount of increases to the ~~Revolving Credit~~ Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall may not exceed $~~250,000,000~~300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. ~~Such~~ The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the ~~Aggregate~~ Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may ~~be provided by~~ decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders ~~or Eligible Assignees designated by the Borrower that are~~ willing to ~~provide~~ increase their respective Commitments prior to the allocation of such requested increase ~~(an “Increasing Lender”) and~~ to ~~become~~ any new Lenders ~~pursuant~~ to ~~a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall~~ become a party to this Agreement~~; provided that any~~ . All such ~~increases~~ allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a ~~minimum amount of $10,000,000 or~~ new Lender becomes a ~~higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~party to this Agreement as provided herein, or ~~otherwise be deemed to be, a commitment on the part of~~ if any existing Lender agrees to increase its ~~Revolving Credit Commitment~~ Commitment, such Lender shall on the date it becomes a Lender hereunder (or ~~Term Loan Commitment hereunder.~~ increases its Commitment, in the case of an existing Lender) (band as a condition thereto) If purchase from the ~~Aggregate Commitments are increased~~ other Lenders its pro rata share (or in ~~accordance with this Section 2.3~~the case of an existing Lender, (ithe increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Loans, by making available to the ~~Administrative~~ Agent ~~and~~ for the ~~Borrower shall determine~~ account of such other Lenders, in same day funds, an amount equal to the sum of (A) the ~~effective date (~~portion of the ~~“Increase Effective Date”), and~~ outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the ~~final allocation~~ outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increaseimmediately after giving effect thereto, (i) no Default or Event of Default shall ~~exist,~~ exist and (ii) the ~~Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed~~ representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and ~~the applicable Lender(s),~~ correct in all material respects on and ~~(2) a certificate dated~~ as of the ~~Increase Effective Date~~ date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in ~~sufficient copies~~ which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for ~~each Lender) signed by a Responsible Officer (A) certifying and attaching~~ changes in factual circumstances not prohibited under the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable PersonsLoan Documents. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in In connection with any increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the ~~foregoing sentence)~~Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as ~~a result of a non-pro-rata increase~~ appropriate, in the ~~Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day~~ amount of ~~an Interest Period~~ such 52 Lender’s Commitment within five Business Days of such Lender’s request therefor~~, then such prepayment or conversion shall be subject to the provisions of Section 3.12~~.

Appears in 1 contract

Sources: Five Year Credit Agreement (South Carolina Electric & Gas Co)

Increase of Commitments. ~~(a) Upon notice to~~ With the ~~Administrative Agent (which shall promptly notify~~ prior consent of the ~~Lenders)~~Agent, the Borrower ~~may~~ shall have the right at any time and from time to time during the term of this Agreement to request increases in the aggregate amount of the Commitments (~~but~~ provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not ~~more than five times~~exceed $125,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. If a new Lender becomes a party to this Agreement in order to provide such additional Commitment, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitments, in the case of an existing Lender) make Term Loans to the Borrower in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitments, in the case of an existing Lender), ~~request~~ by making available for the account of its applicable Lending Office to the Agent at the Principal Office, in immediately available funds, in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitments, in the case of an existing Lender). Subject to the satisfaction of the conditions set forth in this Section 2.11., the Agent will make the proceeds of such borrowing available to the Borrower at the account specified by Borrower. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments (any Term Loan made~~ pursuant to this ~~Section 2.3(a)~~subsection, ~~hereafter referred to~~ (a) any Lender becoming a party hereto shall execute such documents and agreements as ~~an “Incremental Term Loan”); provided~~ the Agent may reasonably request and (b) the Borrower shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of ~~all increases in the amount~~ Commitments. Each of the ~~Aggregate~~ parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments ~~pursuant to~~ under this Section ~~2.3 shall not exceed $250,000,000. Such increase in~~ 2.15., the ~~Aggregate Commitments~~ Agent may ~~be provided by~~ (without the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part consent of any ~~Lender~~ Lender) amend this Agreement to ~~increase its Revolving Credit Commitment or Term Loan Commitment hereunder.~~ the extent (bbut only to the extent) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated necessary to reflect the ~~same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect~~ increase of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective DateCommitments. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Term Loan Agreement (Kite Realty Group Trust)

Increase of Commitments. (a) ~~Upon~~ ABB may by giving prior notice to the ~~Administrative~~ Facility Agent by no later than the date falling 90 Business Days after the effective date of a cancellation of the Available Commitments and/or any Swingline Commitments of (~~which shall promptly notify the Lenders~~i) a Defaulting Lender (or its Revolving Facility Affiliate or Swingline Affiliate) in accordance with paragraph (f) of Clause 8.7 (Right of replacement or repayment and cancellation in relation to a single Lender), ~~the Borrower may from time~~ (ii) any Lender in accordance with Clause 8.1 (Lender Illegality) or (iii) any Lender that has refused an Extension Request and has not been replaced in accordance with Clause 8.7 (Right of replacement or repayment and cancellation in relation to ~~time (but not more than five times~~a single Lender), request that the Total Commitments or the relevant Swingline Commitments be increased (and the Total Commitments or the relevant Swingline Commitments shall be so increased) in an ~~increase~~ aggregate amount in the ~~aggregate amount~~ Base Currency of ~~the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant~~ up to ~~this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in~~ the amount of the ~~Aggregate~~ Available Commitments, the relevant Swingline Commitments ~~pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in~~ or the ~~Aggregate~~ Commitments ~~may~~ so cancelled as follows: (i) the increased Commitments and/or the relevant Swingline Commitments will be ~~provided~~ assumed by ~~the~~ one or more Lenders or ~~Eligible Assignees designated by the Borrower that are willing to provide such increase~~ other banks (each an “~~Increasing~~ Increase Lender”) (none of which may be a member of the Group) selected by ABB and each of which confirms its willingness to ~~become Lenders pursuant~~ assume and does assume all the obligations of a Lender corresponding to ~~a “Joinder Agreement”~~that part of the increased Commitments and/or the relevant Swingline Commitments which it is to assume, ~~substantially in form~~ as if it had been an Original Lender; (ii) each of ~~Exhibit K, pursuant to which such Increasing~~ the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender; (iii) each Increase Lender shall become a ~~party to this Agreement~~Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender; (iv) the Commitments and Swingline Commitments of the other Lenders shall continue in full force and effect; ~~provided that~~ and (v) any ~~such increases~~ increase in the Total Commitments and/or the relevant Swingline Commitments shall ~~be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment~~ take effect on the ~~part of~~ date specified by ABB in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied. No Lender shall have any obligation to ~~increase its Revolving Credit Commitment or Term Loan Commitment hereunder~~act as an Increase Lender unless it indicates that it is willing to do so in accordance with sub-paragraph (i). (b) If An increase in the ~~Aggregate~~ Total Commitments ~~are increased in accordance with this Section 2.3,~~ and/or any Swingline Commitments will only be effective on: (i) the ~~Administrative~~ execution by the Facility Agent ~~and~~ of an Increase Confirmation from the ~~Borrower shall determine (A) the effective date (the “~~relevant Increase ~~Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and~~ Lender; and (ii) in relation to an Increase Lender which is not a Lender immediately prior to the ~~Borrower~~relevant increase the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments and/or Swingline Commitments by that Increase Lender, the ~~Administrative Agent and~~ completion of which the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Facility Agent shall promptly notify ~~the Lenders of the final allocation of such increase~~ to ABB and the Increase ~~Effective Date~~Lender. (c) As No Swingline Commitment of a ~~condition precedent~~ Lender may exceed the Commitment of that Lender or its Revolving Facility Affiliate pursuant to the operation of this Clause 2.2. Accordingly where the Swingline Commitments are to be increased pursuant to this Clause to replace Swingline Commitments of a Swingline Lender that have been cancelled pursuant to paragraph (f) of Clause 8.7 (Right of replacement or repayment and cancellation in relation to a single Lender) or Clause 8.1 (Lender Illegality) without a commensurate cancellation of the Commitments of that Swingline Lender’s Revolving Facility Affiliate being required at the time of such ~~increase~~cancellation, ~~(i) no Default shall exist, (ii) the Borrower~~ that Revolving Facility Affiliate shall (~~x) deliver~~ to the ~~Administrative Agent~~ extent of its Commitments at the time of the increase in Swingline Commitments) be required to transfer its Commitments to the relevant Increase Lender (1or its Affiliate) on the terms provided for in Clause 35.5 (Replacement of a ~~Joinder Agreement executed by~~ Defaulting Lender) to the ~~Borrower and~~ extent necessary to ensure that the ~~applicable Lender(s), and (2) a certificate dated as~~ Commitments of the Increase ~~Effective Date~~ Lender (~~in sufficient copies for~~ or its Affiliate) are at least equal to each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the ~~Fee Letter, pay the fees to the applicable Persons. On the applicable~~ Swingline Commitments assumed by that Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordinglyLender. (d) ~~This Section 2.3 shall supersede~~ Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any ~~provisions~~ amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in ~~Section 3.8~~ accordance with this Agreement on or ~~10.1~~ prior to the ~~contrary~~date on which the increase becomes effective. (e) ~~The parties hereto agree that, notwithstanding any other provision of this Agreement,~~ Unless the ~~Administrative Agent,~~ Facility Agent otherwise agrees or the ~~Borrower, each Increasing Lender and each other~~ increased Commitment and/or Swingline Commitment is assumed by an existing Lender, ~~as applicable~~ABB shall, ~~may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in~~ on the ~~Revolving Loans of~~ date upon which the ~~other Lenders (rather than fund its Commitment Percentage~~ increase takes effect, promptly on demand pay the Facility Agent the amount of all ~~outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage~~ costs and ~~transfers of funds~~ expenses (including legal fees) reasonably incurred by it in connection with any increase in ~~the Aggregate Commitments. The Borrower acknowledges that if~~ Commitments and/or Swingline Commitments under this Clause 2.2. (~~despite any arrangements established pursuant~~ f) ABB may pay to the ~~foregoing sentence), as~~ Increase Lender a ~~result of a non-pro-rata increase~~ fee in the ~~Aggregate Commitments, any Eurodollar Loans must be prepaid or converted~~ amount and at the times agreed between ABB and the Increase Lender in a letter between ABB and the Increase Lender setting out that fee. (g) Clause 23.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in ~~whole or~~ this Clause 2.2 in ~~part) on a day other than the last day of~~ relation to an ~~Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.~~Increase Lender as if references in that Clause to:

Appears in 1 contract

Sources: Multicurrency Revolving Credit Agreement (Abb LTD)

Increase of Commitments. ~~(a) Upon~~ By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly ~~notify~~ distribute to the Lenders), the Borrower may ~~from time to time (but not more than five times),~~ request an increase in of the aggregate amount of the ~~Revolving Credit~~ Commitments: (i) by an aggregate amount equal to any integral multiple of $10,000,000 and (ii) by an aggregate amount not to exceed $50,000,000; provided that (A) no Event of Default shall have occurred and be continuing and (B) the aggregate amount of the Commitments ~~and/or the Term Loan Commitments (any Term Loan made~~ shall not previously have been increased more than once pursuant to this Section ~~2.3(a~~2.08(e). Upon notice to the Administrative Agent of the Borrower's election to exercise its option to increase the Commitments under this Section 2.08(e), ~~hereafter referred~~ the Administrative Agent shall endeavor to ~~as an “Incremental Term Loan”); provided that~~ arrange, on a best efforts basis, and syndicate the ~~aggregate amount of all increases~~ proposed increase in the Commitments to the Lenders or other financial institutions which are acceptable to the Administrative Agent and consented to by the Borrower (with the Borrower's consent not to be unreasonably withheld). The Borrower agrees to assist the Administrative Agent in whatever reasonable manner is necessary to successfully accomplish such syndication. Each Lender, in its sole and absolute discretion, shall determine whether it will increase its Commitment. If the Lenders increasing their respective Commitments are unable to increase the Commitments by the full amount of the ~~Aggregate Commitments pursuant~~ request, then, with notice to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a "New Lender"), may commit to provide an amount equal to the aggregate amount of the requested increase that is not to be provided by the existing Lenders (the "Increase Amount"); provided, that the Commitment of each New Lender shall be at least $10,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the requested increase (or such lesser amount as the Borrower shall ~~determine (A) the effective date (the “Increase Effective Date”~~agree, which shall be at least $10,000,000 and an integral multiple of $10,000,000 in excess thereof), ~~and (B)~~ then: provided that no Event of Default exists at such time or after giving effect to the ~~final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii)~~ requested increase, the Borrower, the Administrative Agent and the Lenders ~~providing~~ willing to increase their respective Commitments and the ~~Incremental Term Loans~~ New Lenders (if any) shall ~~agree to~~ execute and deliver an Increased Commitment Supplement (herein so called) in the ~~amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and~~ form attached hereto as Exhibit E. If all existing Lenders shall not have provided ~~in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity~~ their pro rata portion of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such requested increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and then after giving effect to ~~such~~ the requested increase ~~no Default exists and (iii) pursuant~~ the outstanding Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the ~~terms~~ foregoing, on the effective date of the ~~Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date~~Increased Commitment Supplement, the ~~Revolving Credit Commitment and/or~~ Lenders shall make advances among themselves so that after giving effect thereto the ~~Term Loan Commitment, as the case may be, of each Increasing Lender shall~~ Loans (which are not Swingline Loans) will be ~~increased~~ held by the ~~amount offered by (or~~Lenders, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions pro rata in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently accordance with the ~~applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments~~Applicable Percentage hereunder. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to Notwithstanding the provisions of Section ~~3.12~~9.04, the advances so made by each Lender whose Applicable Percentage has increased shall be deemed to be a purchase of a corresponding amount of the Loans of the Lender or Lenders whose Applicable Percentage have decreased. The Commitments of the Lenders who do not agree to increase their Commitments cannot be reduced or otherwise changed pursuant to this Section 2.08(e).

Appears in 1 contract

Sources: Credit Agreement (Galyans Trading Co Inc)

Increase of Commitments. ~~(a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower~~ The Company may from time to time ~~(but not more than five times), request an~~ elect to increase ~~in the aggregate amount of~~ the Revolving ~~Credit~~ Commitments ~~and/or the Term Loan Commitments~~ or enter, or cause one or more Foreign Subsidiary Borrowers to enter, into one or more tranches of term loans (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as~~ each an “Incremental Term Loan”)~~; provided that~~ , in each case in minimum increments of $25,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all ~~increases~~ such Incremental Term Loans does not exceed $200,000,000. The Borrowers may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent and (ii) (x) in the ~~amount~~ case of an Increasing Lender, the ~~Aggregate~~ Company and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Commitments pursuant to this Section ~~2.3~~ 2.20. No consent of any Lender (other than the Lenders participating in any Incremental Term Loan) shall ~~not exceed $250,000,000~~be required for any Incremental Term Loans pursuant to this Section 2.20. ~~Such~~ Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the applicable Borrower(s), the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the ~~Aggregate~~ Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 shall be satisfied (and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company) or waived by the Required Lenders and (B) the Company shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.09 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority of the applicable Borrower(s) to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the applicable Borrower(s) pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the initial Term Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans and the initial Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be ~~provided by~~ priced differently than the ~~Lenders~~ Revolving Loans and the initial Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or ~~Eligible Assignees designated by the Borrower that are willing to provide such increase~~ restatement (an “~~Increasing Lender~~Incremental Term Loan Amendment”) ~~and to become Lenders pursuant to a “Joinder Agreement”~~of this Agreement and, ~~substantially in form of Exhibit K~~as appropriate, ~~pursuant to which such~~ the other Loan Documents, executed by the applicable Borrower(s), each Increasing Lender ~~shall become a party~~ participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this ~~Agreement; provided that any such increases shall~~ Agreement and the other Loan Documents as may be necessary or appropriate, in ~~a minimum amount~~ the reasonable opinion of ~~$10,000,000 or a higher integral multiple~~ the Administrative Agent, to effect the provisions of ~~$1,000,000~~this Section 2.20. Nothing contained ~~herein~~ in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving ~~Credit Commitment or Term Loan~~ Commitment hereunder~~. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3~~, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the or provide Incremental Term ~~Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e)~~Loans, and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at ~~such~~ any time~~. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date~~. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Fuller H B Co)

Increase of Commitments. (a) ~~Upon~~ The Borrower may from time to time after the Effective Date, by written notice to the Administrative Agent (which shall ~~promptly notify~~ be provided four Business Days prior to the ~~Lenders~~Increase Effective Date), executed by the Borrower ~~may from time~~ and one or more financial institutions (any such financial institution referred to ~~time (but not more than five times~~in this Section being called an “Increasing Lender”), ~~request~~ which may include any Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased (any such extension or increase being called a “Commitment Increase”), in an ~~increase~~ amount set forth in such notice; provided, that (i) the aggregate amount of the ~~Revolving Credit Commitments and/or~~ Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such lesser amount consented to by the ~~Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a~~Administrative Agent), ~~hereafter referred to as an “Incremental Term Loan”); provided that~~ (ii) at no time shall the aggregate amount of ~~all increases in~~ Commitments, giving effect to the ~~amount of the Aggregate Commitments~~ Commitment Increases effected pursuant to this ~~Section 2.3~~ paragraph, exceed $1,100,000,000, (iii) each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not ~~exceed $250,000,000. Such increase in the Aggregate Commitments may~~ be ~~provided by the Lenders~~ unreasonably withheld or ~~Eligible Assignees designated by the Borrower that are willing to provide such increase~~ delayed) and shall complete an Administrative Questionnaire and (~~an “~~iv) each Increasing Lender~~”) and to become Lenders pursuant to~~ , if not already a ~~“Joinder Agreement”~~Lender hereunder, ~~substantially in form of Exhibit K, pursuant to which such Increasing Lender~~ shall become a party to this ~~Agreement; provided that any such increases shall be~~ Agreement by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a ~~minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed~~ form reasonably satisfactory to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower (an “Accession Agreement”). New Commitments and increases in Commitments shall ~~determine~~ become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (A) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and subject to all obligations of, a Lender hereunder and (B) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in any Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the effective date of any Commitment Increase pursuant to this Section (the “Increase Effective Date”~~), and~~ ) (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans which shall not be ~~shorter~~ less than 30 days prior to the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Maturity Date~~. (c) As a condition precedent to such increase~~), (i) ~~no Default shall exist, (ii)~~ the ~~Borrower shall (x) deliver~~ aggregate principal amount of the Loans outstanding immediately prior to giving effect to the ~~Administrative Agent (1) a Joinder Agreement executed by the Borrower and the~~ applicable ~~Lender(s), and (2) a certificate dated as of~~ Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in ~~sufficient copies~~ an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each ~~Lender) signed by a Responsible Officer~~ Lender shall pay to the Administrative Agent in same day funds an amount equal to the difference, if positive, between (A) ~~certifying and attaching~~ such Lender’s Applicable Percentage (calculated after giving effect to the ~~resolutions adopted by~~ Commitment Increase), of the ~~Borrower approving or consenting to such increase,~~ Subsequent Borrowings and (B) ~~certifying that~~such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), ~~before~~ of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to ~~such increase no Default exists and (iii) pursuant to~~ the ~~terms~~ Commitment Increase), of the ~~Fee Letter~~amount of the Subsequent Borrowings, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (~~or, if applicable, allocated to~~v) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other ~~Lender, as applicable, may make arrangements reasonably satisfactory~~ Lender shall be deemed to ~~such parties to cause an Increasing Lender to temporarily~~ hold ~~risk participations in the Revolving Loans of the other Lenders (rather than fund~~ its ~~Commitment~~ Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all ~~outstanding Revolving Loans concurrently with~~ accrued but unpaid interest on the ~~applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments~~Initial Loans. The ~~Borrower acknowledges that if (despite any arrangements established~~ deemed payments made pursuant to ~~the foregoing sentence), as a result~~ clause (i) above in respect of ~~a non-pro-rata increase in the Aggregate Commitments, any~~ each Eurodollar ~~Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion~~ Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section ~~3.12~~2.14 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to that effect dated such date and executed by a Financial Officer of each Loan Party.

Appears in 1 contract

Sources: Credit Agreement (Blackstone Group L.P.)

Increase of Commitments. (a) ~~Upon notice to the Administrative Agent (which shall promptly notify the Lenders)~~At any time, the Borrower may ~~from time to time (but not more than five times)~~request that the Aggregate Commitment be increased; provided that, ~~request an increase in~~ without the ~~aggregate amount~~ prior written consent of all of the ~~Revolving Credit Commitments and/or~~ Lenders, (i) the ~~Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that~~ Aggregate Commitment shall at no time exceed $80,000,000 minus the aggregate amount of all ~~increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase~~ reductions in the Aggregate ~~Commitments may be provided by the Lenders or Eligible Assignees designated by~~ Commitment previously made pursuant to Section 2.09; (ii) the Borrower ~~that are willing to provide~~ shall not make any such ~~increase (an “Increasing Lender”) and to become Lenders~~ request during the six month period following any reduction in the Aggregate Commitment previously made pursuant to ~~a “Joinder Agreement”, substantially in form of Exhibit K, pursuant~~ Section 2.09; (iii) the Borrower shall not be entitled to ~~which such Increasing Lender shall become a party to this Agreement; provided that~~ make any such ~~increases~~ request more frequently than once in each 12-month period; and (iv) each such request shall be in a minimum amount of at least $~~10,000,000 or a higher integral multiple~~ 5,000,000 and increments of $~~1,000,000~~5,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Borrower not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is ten (10) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such ten (10) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Borrower in the Commitment Increase Notice, the Administrative Agent shall have the right, in consultation with the Borrower, to allocate the amount of increases necessary to meet the Borrower’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Borrower, not later than three (3) Business Days prior to the proposed effective date the Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Borrower shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) the Borrower shall have obtained the consent thereto of each Subsidiary Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Event of Default, (C) the Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit D hereto, (D) counsel for the Borrower and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (E) the Borrower and each Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Borrower. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~at any time. (b) ~~If the Aggregate Commitments are increased in accordance with~~ For purposes of this ~~Section 2.3~~clause (b), ~~(i) the Administrative Agent and the Borrower shall determine~~ (A) the ~~effective date (the~~ term “~~Increase Effective Date”~~Buying Lender(s)~~, and (B) the final allocation of such increase and Schedule I attached hereto~~ ” shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent mean (1) ~~a Joinder Agreement executed by~~ each Lender the ~~Borrower and~~ Effective Commitment Amount of which is greater than its Commitment prior to the ~~applicable Lender(s)~~effective date of any increase in the Aggregate Commitment, and (2) ~~a certificate dated as of the~~ each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase ~~Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase~~Notice, ~~and~~ (B) ~~certifying that, before and after giving~~ the term “Selling Lender(s)” shall mean each Lender whose Commitment is not being increased from that in effect prior to such increase ~~no Default exists~~ in the Aggregate Commitment and (~~iii~~C) ~~pursuant~~ the term “Percentage” shall mean with respect to any Lender, the ~~terms~~ percentage obtained by dividing (w) such Lender’s Commitment at such time (as adjusted from time to time in accordance herewith) by (x) the total Commitments at such time (as adjusted from time to time in accordance herewith); provided, if all of the ~~Fee Letter~~Commitments are terminated pursuant hereto, ~~pay~~ then “Percentage” means the ~~fees to the applicable Persons. On the applicable Increase Effective Date, the~~ percentage obtained by dividing (y) such Lender’s Revolving Credit ~~Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered~~ Exposures by (~~or, if applicable, allocated to~~z) ~~such Increasing Lender and~~ the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the total Revolving ~~Loans of the other Lenders (rather than fund its Commitment Percentage~~ Credit Exposures of all ~~outstanding Revolving Loans concurrently with~~ the ~~applicable increase) with a view toward minimizing breakage costs and transfers~~ Lenders. Effective on the effective date of ~~funds in connection with~~ any increase in the Aggregate ~~Commitments. The Borrower acknowledges that if (despite any arrangements established~~ Commitment pursuant to clause (a) above, each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such Selling Lender’s right, title and interest in and to its Revolving Credit Exposure in the ~~foregoing sentence)~~respective Dollar Amounts and percentages necessary so that, ~~as a result~~ from and after such sale, each such Selling Lender’s Revolving Credit Exposure shall equal such Selling Lender’s Percentage (calculated based upon the Effective Commitment Amounts) of ~~a non-pro-rata~~ the aggregate Revolving Credit Exposures. Effective on the effective date of the increase in the Aggregate ~~Commitments~~Commitment pursuant to clause (a) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the portion of the Revolving Credit Exposure purchased hereby shall equal the respective Dollar Amount necessary so that, from and after such payments, each Buying Lender’s Revolving Credit Exposure shall equal such Buying Lender’s Percentage (calculated based upon the Effective Commitment Amounts) of the aggregate Revolving Credit Exposures. Such amount shall be payable on the effective date of the increase in the Aggregate Commitment by wire transfer of immediately available funds to the Administrative Agent. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Revolving Credit Exposure being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Loans, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the Revolving Credit Exposure being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender’s representations and warranties contained in the foregoing sentence, each such Buying Lender has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any ~~Eurodollar Loans must be prepaid~~ explicit or ~~converted (~~implicit written or oral representation, warranty or other statement of the Lenders or the Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents. The Borrower hereby agrees to compensate each Selling Lender for all losses, expenses and liabilities incurred by each Lender in ~~whole or~~ connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in ~~part) on a day other than~~ the ~~last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of~~ manner as set forth in Section ~~3.12~~2.16 hereof.

Appears in 1 contract

Sources: Credit Agreement (Heidrick & Struggles International Inc)

Increase of Commitments. (a) ~~Upon~~ At any time after the Effective Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the "OFFERED INCREASE AMOUNT") of such proposed increase (such notice, a "COMMITMENT INCREASE NOTICE"). Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Borrowers may, in their sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall ~~promptly notify the Lenders~~not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or financial institutions the ~~Borrower may from time~~ opportunity to ~~time (but not more than five times), request an increase~~ participate in ~~the aggregate amount~~ all or a portion of such unsubscribed portion of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate increased Commitments pursuant to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ paragraph (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrowers select to offer participation in the ~~Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower~~ increased Commitments, and that ~~are willing~~ elects to ~~provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall~~ become a party to this Agreement and obtain a Commitment, shall execute a New Lender Agreement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit E (a "NEW LENDER AGREEMENT"), whereupon such bank or financial institution (a "NEW LENDER") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement; , and the signature pages and Schedule III hereof shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such ~~increases~~ New Lender shall be in ~~a minimum~~ an amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not ~~be shorter~~ less than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective DateCdn.$5,000,000. (c) Any Lender that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit F (a "COMMITMENT INCREASE AGREEMENT"), whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule III hereof shall be deemed to be amended to so increase the Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto, in each case, in form and substance satisfactory to the Administrative Agent. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(b) or any Lender's Commitment is increased pursuant to Section 2.20(c), additional Advances made on or after the effectiveness thereof (the "RE-ALLOCATION DATE") shall be made pro rata based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Prime Rate Advances or Base Rate Advances, the existing Lenders shall be deemed to have made partial assignments thereof to the New Lenders and/or Lenders with such increased Commitments in such amounts that, after giving effect thereto, the Prime Rate Advances and Base Rate Advances outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Rate Advances, such Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the respective principal amounts thereof outstanding. In the event that on any such Re-Allocation Date there is an unpaid principal amount of B/A Advances, such B/A Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Contract Periods, and repayments of such B/A Advances will be paid thereon to the respective Lenders holding such B/As ~~a condition precedent~~ based on the respective face amounts thereof. (f) Notwithstanding anything to ~~such increase~~the contrary in this Section 2.20, (i) no ~~Default~~ increase pursuant to this Section 2.20 shall ~~exist~~be effective without the consent of the Required Lenders, (ii) ~~the Borrower~~ no Lender shall ~~(x) deliver~~ have any obligation to ~~the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (~~increase its Commitment unless it agrees to do so in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists its sole discretion and (iii) the aggregate amount by which the Commitments hereunder are increased pursuant to ~~the terms of the Fee Letter, pay the fees to the applicable Persons~~this Section 2.20 shall not exceed Cdn. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly$116,964,000. (dg) ~~This Section 2.3~~ Each Borrower shall ~~supersede any provisions in Section 3.8~~ execute and deliver a Note to each new bank or ~~10.1 to the contrary~~other financial institution becoming a Lender that requests one. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Canadian Credit Agreement (Burlington Resources Inc)

Increase of Commitments. (a) ~~Upon notice~~ At any time prior to the ~~Administrative Agent (which shall promptly notify the Lenders)~~Maturity Date, the Borrower ~~may from time~~ may, subject to ~~time (but not more than five times)~~the terms and conditions of this Section 2.02, request ~~an increase in~~ that the ~~aggregate amount of the Revolving Credit~~ Aggregate Commitments ~~and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~be increased; provided that ~~the aggregate amount of all increases in the amount of~~ (i) the Aggregate Commitments ~~pursuant to this Section 2.3~~ shall ~~not~~ at no time exceed $~~250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ 100,000,000; (ii) each such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases request shall be in a minimum amount of at least $~~10,000,000 or a higher integral multiple~~ 2,500,000 and increments of $~~1,000,000~~2,500,000 in excess thereof; and (iii) Borrower shall be permitted a maximum of three (3) such requests during the term of this Agreement. Such request shall be made in a written notice given to the Agent and the Lenders by the Borrower not less than forty-five (45) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitments and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitments. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is thirty (30) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Agent being herein a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Agent prior to the expiration of such thirty (30) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Borrower in the Commitment Increase Notice, the Agent shall have the right, in consultation with the Borrower, to allocate the amount of increases necessary to meet the Borrower’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Borrower, not later than twenty (20) Business Days prior to the proposed effective date the Borrower may notify the Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Agent. If the Borrower shall not have arranged any Proposed New Lender to commit to the shortfall from the Lender Increase Notices, then the Borrower shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitments, which amounts shall be effective on the following Business Day. Notwithstanding anything to the contrary contained herein, any increase in the Aggregate Commitments shall be subject to the following conditions precedent: (i) for so long as it is a Lender hereunder, the written consent of Bank of America, in its sole discretion, is required for any such increase in the Aggregate Commitments and for any Proposed New Lender (such written consent to be required even if Bank of America has denied or is deemed to have denied any increase in its own Commitment hereunder), (ii) the Borrower shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Agent, (iii) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitments, all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default, an Event of Default, (iv) counsel for the Borrower and Guarantors shall have provided to the Agent, if requested, a supplemental opinion in form and substance reasonably satisfactory to the Agent and (v) the Borrower and the Proposed New Lender(s) shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase or in order to make the Proposed New Lender a party to this Agreement as a Lender. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitments, the Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitments that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder or thereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment hereunder at any time or ~~Term Loan Commitment hereunder~~to provide any consent under this subsection (a). (b) ~~If the Aggregate Commitments are increased in accordance with~~ For purposes of this ~~Section 2.3~~subsection (b), (i) the ~~Administrative Agent and the Borrower~~ term “Buying Lender(s)” shall ~~determine~~ mean (A1) each Lender whose Effective Commitment Amount is greater than its Commitment prior to the effective date ~~(the “Increase Effective Date”), and (B) the final allocation~~ of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments~~. The Borrower acknowledges~~ , and (2) each Proposed New Lender that if is allocated an Effective Commitment Amount in connection with any Commitment Increase Notice, and (~~despite any arrangements established pursuant~~ ii) the term “Selling Lender(s)” shall mean each Lender whose Commitment is not being increased from that in effect prior to ~~the foregoing sentence), as a result of a non-pro-rata~~ such increase in the Aggregate Commitments. Effective on the effective date of any increase in the Aggregate Commitments pursuant to clause (a) above, each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such Selling Lender’s right, title and interest in and to its outstanding Loans in the respective dollar amounts and percentages necessary so that, from and after such sale, each such Selling Lender’s outstanding Loans shall equal such Selling Lender’s Applicable Percentage (calculated based upon the Effective Commitment Amounts) of the outstanding Loans. Effective on the effective date of the increase in the Aggregate Commitments pursuant to clause (a) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the portion of the outstanding Loans purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Buying Lender’s outstanding Loans shall equal such Buying Lender’s Applicable Percentage (calculated based upon the Effective Commitment Amounts) of the outstanding Loans. Such amount shall be payable on the effective date of the increase in the Aggregate Commitments by wire transfer of immediately available funds to the Agent. The Agent, in turn, shall wire transfer any such funds received to the Selling Lenders, in same day funds, for the sole account of the Selling Lenders. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Loans being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Loans, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the outstanding Loans being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender’s representations and warranties contained in the foregoing sentence, each such Buying Lender has entered into its Commitment with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any ~~Eurodollar Loans must be prepaid~~ explicit or ~~converted (~~implicit written or oral representation, warranty or other statement of the Lenders or the Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents. The Borrower hereby agrees to compensate each Selling Lender for all losses, expenses and liabilities incurred by each Lender in ~~whole or~~ connection with the sale and assignment of any Loan hereunder on the terms and in ~~part) on a day other than~~ the ~~last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of~~ manner as set forth in Section ~~3.12~~3.05.

Appears in 1 contract

Sources: Credit Agreement (Higher One Holdings, Inc.)

Increase of Commitments. ~~(a) Upon notice to~~ The Borrower shall have the ~~Administrative Agent (which shall promptly notify the Lenders), the Borrower may~~ right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (~~but not more than five times)~~provided that after giving effect to any increases in the Commitments pursuant to this Section, ~~request an increase in~~ the aggregate amount of increases to the ~~Revolving Credit~~ Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall may not exceed $~~250,000,000~~50,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. ~~Such~~ The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the ~~Aggregate~~ Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may ~~be provided by~~ decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Agent shall allocate any increase in the Commitments to existing Lenders ~~or Eligible Assignees designated by the Borrower that are~~ willing to ~~provide~~ increase their respective Commitments prior to the allocation of such requested increase ~~(an “Increasing Lender”) and~~ to ~~become~~ any new Lenders ~~pursuant~~ to ~~a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall~~ become a party to this Agreement~~; provided that any~~ . All such ~~increases~~ allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a ~~minimum amount of $10,000,000 or~~ new Lender becomes a ~~higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~party to this Agreement as provided herein, or ~~otherwise be deemed to be, a commitment on the part of~~ if any existing Lender agrees to increase its ~~Revolving Credit Commitment~~ Commitment, such Lender shall on the date it becomes a Lender hereunder (or ~~Term Loan Commitment hereunder.~~ increases its Commitment, in the case of an existing Lender) (band as a condition thereto) If purchase from the ~~Aggregate Commitments are increased~~ other Lenders its pro rata share (or in ~~accordance with this Section 2.3~~the case of an existing Lender, (ithe increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any outstanding Loans, by making available to the ~~Administrative~~ Agent ~~and~~ for the ~~Borrower shall determine~~ account of such other Lenders, in same day funds, an amount equal to the sum of (A) the ~~effective date (~~portion of the ~~“Increase Effective Date”), and~~ outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the ~~final allocation~~ outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 2.14 as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increaseimmediately after giving effect thereto, (i) no Default or Event of Default shall ~~exist,~~ exist and (ii) the ~~Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed~~ representations and warranties made or deemed made by the Borrower in the Loan Documents, shall be true and ~~the applicable Lender(s),~~ correct in all material respects on and ~~(2) a certificate dated~~ as of the ~~Increase Effective Date~~ date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in ~~sufficient copies~~ which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for ~~each Lender) signed by a Responsible Officer (A) certifying and attaching~~ changes in factual circumstances not prohibited under the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable PersonsLoan Documents. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in In connection with any increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ Commitments pursuant to this Section, (a) any Lender becoming a party hereto shall execute such documents and agreements as the ~~foregoing sentence)~~Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as ~~a result of a non-pro-rata increase~~ appropriate, in the ~~Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day~~ amount of ~~an Interest Period~~ such Lender’s Commitment within five Business Days of such Lender’s request therefor~~, then such prepayment or conversion shall be subject to the provisions of Section 3.12~~.

Appears in 1 contract

Sources: Five Year Credit Agreement (South Carolina Electric & Gas Co)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative ~~Agent (~~Agent, which shall promptly ~~notify~~ deliver a copy thereof to each of the Lenders, at least ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10 million, the ~~Borrower may from time~~ requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to ~~time (but not more than five times), request~~ participate in the Commitment Increase must commit to an increase in the ~~aggregate~~ amount of ~~the Revolving~~ their respective Credit Commitments ~~and/or~~ (the ~~Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ “~~Incremental Term Loan~~Commitment Date”)~~; provided~~ . Each Lender that ~~the aggregate amount of all increases~~ is willing in ~~the amount of the Aggregate Commitments pursuant~~ its sole discretion to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ participate in ~~the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such ~~increase~~ requested Commitment Increase (each an “Increasing Lender”) ~~and~~ shall give written notice to ~~become~~ the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders ~~pursuant~~ are willing to ~~a “Joinder Agreement”~~participate in the requested Commitment Increase. In addition, ~~substantially~~ the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in ~~form~~ any portion of ~~Exhibit K~~the requested Commitment Increase; provided, ~~pursuant to which~~ however, that the Commitment of each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ Eligible Assignee shall be in ~~a minimum~~ an amount of not less than $~~10,000,000~~ 1 million or ~~a higher~~ an integral multiple of $~~1,000,000~~1 million in excess thereof. ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall ~~constitute, or otherwise~~ be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be ~~automatically updated~~ amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount ~~offered~~ by which such Lender is willing to increase its Commitment), and (~~or, if applicable, allocated to~~z) ~~such Increasing~~ each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the ~~Aggregate Commitments~~ Administrative Agent pursuant to which it shall ~~be increased (~~undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment ~~Percentages adjusted) accordingly~~Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (div) ~~This Section 2.3~~ If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall ~~supersede any provisions~~ borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in ~~Section 3.8 or 10.1~~ accordance with their respective Commitments. On and after each Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to ~~the contrary~~each such Commitment Increase. (eb) ~~The parties hereto agree that~~Anything in this Section 2.23 to the contrary notwithstanding, ~~notwithstanding any other provision~~ no increase in the aggregate Commitments hereunder pursuant to this Section 2.23 shall be effective unless: (i) as of ~~this Agreement~~the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the ~~Borrower~~Administrative Agent of (A) customary legal opinions, ~~each Increasing Lender~~ board resolutions and ~~each~~ officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other ~~Lender~~than changes to such legal opinions resulting from a change in law, ~~as applicable, may make arrangements~~ change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such ~~parties to cause an~~ Increasing Lender ~~to temporarily hold risk participations in~~ or Additional Lender is provided with the ~~Revolving Loans~~ benefit of the ~~other Lenders~~ applicable Loan Documents; and (~~rather than fund its Commitment Percentage~~ iii) after giving effect to any such increase the aggregate amount of ~~all outstanding Revolving Loans concurrently with~~ the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion Commitments shall ~~be subject to the provisions of Section 3.12~~not exceed $300 million.

Appears in 1 contract

Sources: Credit Agreement (ExlService Holdings, Inc.)

Increase of Commitments. (a) ~~Upon~~ At any time after the Effective Date, provided that no Event of Default shall have occurred and be continuing, the Borrowers may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (the "OFFERED INCREASE AMOUNT") of such proposed increase (such notice, a "COMMITMENT INCREASE NOTICE"). Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders, the Borrowers may, in their sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall ~~promptly notify the Lenders~~not be unreasonably withheld), offer to any existing Lender or to one or more additional banks or financial institutions the ~~Borrower may from time~~ opportunity to ~~time (but not more than five times), request an increase~~ participate in ~~the aggregate amount~~ all or a portion of such unsubscribed portion of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate increased Commitments pursuant to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ paragraph (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrowers select to offer participation in the ~~Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower~~ increased Commitments, and that ~~are willing~~ elects to ~~provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall~~ become a party to this Agreement and obtain a Commitment, shall execute a New Lender Agreement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit E (a "NEW LENDER AGREEMENT"), whereupon such bank or financial institution (a "NEW LENDER") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement; , and the signature pages and Schedule III hereof shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such ~~increases~~ New Lender shall be in ~~a minimum~~ an amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not ~~be shorter~~ less than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective DateCdn.$5,000,000. (c) Any Lender that accepts an offer to it by the Borrowers to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit F (a "COMMITMENT INCREASE AGREEMENT"), whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule III hereof shall be deemed to be amended to so increase the Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrowers and legal opinions of counsel to the Borrowers as the Administrative Agent shall reasonably request with respect thereto, in each case, in form and substance satisfactory to the Administrative Agent. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(b) or any Lender's Commitment is increased pursuant to Section 2.20(c), additional Advances made on or after the effectiveness thereof (the "RE-ALLOCATION DATE") shall be made pro rata based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Prime Rate Advances or Base Rate Advances, the existing Lenders shall be deemed to have made partial assignments thereof to the New Lenders and/or Lenders with such increased Commitments in such amounts that, after giving effect thereto, the Prime Rate Advances and Base Rate Advances outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Rate Advances, such Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the respective principal amounts thereof outstanding. In the event that on any such Re-Allocation Date there is an unpaid principal amount of B/A Advances, such B/A Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Contract Periods, and repayments of such B/A Advances will be paid thereon to the respective Lenders holding such B/As ~~a condition precedent~~ based on the respective face amounts thereof. (f) Notwithstanding anything to ~~such increase~~the contrary in this Section 2.20, (i) no ~~Default~~ increase pursuant to this Section 2.20 shall ~~exist~~be effective without the consent of the Required Lenders, (ii) ~~the Borrower~~ no Lender shall ~~(x) deliver~~ have any obligation to ~~the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (~~increase its Commitment unless it agrees to do so in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists its sole discretion and (iii) the aggregate amount by which the Commitments hereunder are increased pursuant to ~~the terms of the Fee Letter, pay the fees to the applicable Persons~~this Section 2.20 shall not exceed Cdn. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly[$141,426,000]. (dg) ~~This Section 2.3~~ Each Borrower shall ~~supersede any provisions in Section 3.8~~ execute and deliver a Note to each new bank or ~~10.1 to the contrary~~other financial institution becoming a Lender that requests one. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Canadian Credit Agreement (Burlington Resources Inc)

Increase of Commitments. At any time, but not more than four (a4) ~~Upon notice to~~ times during the ~~Administrative Agent (which shall promptly notify the Lenders)~~term of this Agreement, the Borrower may ~~from time to time~~ request that the aggregate of the Commitments (~~but not more than five times), request an increase in~~ the “Aggregate Commitment”) be increased by increasing the Revolving Commitments and/or obtaining incremental Term Loans hereunder; provided that (i) the aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all such increases ~~in the amount of the Aggregate Commitments pursuant to this Section 2.3~~ shall not exceed $~~250,000,000. Such increase in~~ 500,000,000 during the ~~Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ term of this Agreement and (ii) such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases request shall be in a minimum amount of $~~10,000,000~~ 50,000,000. Any such incremental Term Loans (A) shall rank pari passu in right of payment and of security with the Revolving Loans and all other Term Loans, (B) shall not mature earlier than the Tranche B Maturity Date (but may, subject to the next succeeding clause (C), have amortization prior to such date), (C) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Tranche B Term Loans and (D) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Tranche B Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (1) the terms and conditions applicable to such incremental Term Loans maturing after the Tranche B Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Tranche B Maturity Date and (2) such incremental Term Loans may be priced differently than the Tranche B Term Loans. Such request shall be made in a ~~higher integral multiple~~ written notice given to the Administrative Agent and the Lenders by the Borrower not less than ten (10) Business Days prior to the proposed effective date of ~~$1,000,000~~such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment, whether such increase is to be allocated to the Revolving Commitments and/or incremental Term Loans and the proposed effective date of such increase. The Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a “Revolving Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lender’s Revolving Commitment and/or incremental Term Loan commitment (collectively, the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice no event shall have occurred and then be continuing which constitutes a Default or Event of Default and the Borrower and its Subsidiaries shall be in compliance, calculated on a pro forma basis reasonably acceptable to the Administrative Agent, with the covenants contained in Section 6.11, (B) the Borrower, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Revolving Commitment” or incremental Term Loans in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrower shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrower and each Proposed New Lender shall otherwise have executed and delivered such other instruments and documents that the Administrative Agent shall have reasonably requested in connection with such increase and (E) the Administrative Agent shall have administered any relevant reallocation of the Credit Exposures on the effective date of such increase ratably among the relevant Lenders (including new Lenders) after giving effect to such increase. The Borrower hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender in connection with the sale and assignment of any LIBOR Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving ~~Credit~~ Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial provide incremental Term Loans at ~~such~~ any time~~. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date~~. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Dean Foods Co)

Increase of Commitments. (a) ~~Upon~~ The Borrower may from time to time, by written notice to the Administrative Agent (which shall promptly ~~notify~~ deliver a copy to each of the Lenders), request that the Commitments be increased by an amount that is not less than $50,000,000 and an integral multiple of $10,000,000 and that will not result in the Commitments exceeding $600,000,000. Each such notice shall set forth (i) the requested amount of the increase in the Commitments and (ii) the date on which such increase is to become effective (which shall be not fewer than forty-five (45) nor more than sixty (60) days after the date of such notice), and shall offer each Lender the opportunity to increase its Commitment by its ratable share, based on the pro rata amounts of the Commitments as of the date of the requested increase. Each Lender shall, by notice to the Borrower ~~may from time to time (but~~ and the Administrative Agent given not more than ~~five times~~fifteen (15) Business Days after the date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of fifteen (15) Business Days shall be deemed to have declined to increase its Commitment). (b) In the event that, ~~request~~ on the 15th Business Day after the Borrower shall have delivered a notice pursuant to paragraph (a) above, the Lenders shall have agreed pursuant to paragraph (a) above to increase their Commitments by an aggregate amount less than the increase in the Commitments requested by the Borrower, the Borrower shall offer to the Lenders who have agreed to the ratable increase (the "Increasing Lenders"), the right to increase their Commitments by such unsubscribed amount. Each such Increasing Lender shall, by notice to the Borrower and the Administrative Agent given not more than ten (10) Business Days after such request, advise the Borrower whether it has elected to an additional increase of all or any portion of such unsubscribed amount (and any Increasing Lender that does not deliver such a notice within such period of ten (10) Business Days shall be deemed to have declined to further increase its Commitment). In the event that more than one Increasing Lender elects to further increase its Commitment, the Borrower and the Managing Agents shall allocate such additional amount so as to preserve, to the extent possible, the relative pro rata shares of the Increasing Lenders prior to such request. If the Increasing Lenders do not subscribe for the total unsubscribed amount, the Borrower shall have the right to arrange for one or more banks (any such bank being called an "Augmenting Lender") to extend Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Lender shall be subject to the approval of the ~~Revolving Credit~~ Administrative Agent (which approval shall not be unreasonably withheld). (c) If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase their Commitments ~~and/or~~ or to extend new Commitments in an aggregate amount not less than $50,000,000, such increases and such new Commitments shall become effective on the ~~Term Loan Commitments (any Term Loan made~~ date specified in the notice delivered by the Borrower pursuant to ~~this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”~~paragraph (a); provided that the ~~aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3~~ Borrower and any Augmenting Lender shall ~~not exceed $250,000,000. Such increase in the Aggregate Commitments~~ deliver such Notes, opinions, certificates and other documentation as may be ~~provided~~ requested by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent ~~and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation~~ as of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such timedate. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver enter any modifications made to the ~~Administrative Agent (1) a Joinder Agreement executed by~~ Commitments in the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) Register maintained pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordinglySection 8.5(c). (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Harris Corp /De/)

Increase of Commitments. ~~(a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders)~~At any time, ~~the Borrower may from time to time (~~but not more than ~~five times)~~four (4) times during the term of this Agreement, the Company may request ~~an increase in~~ that the ~~aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~Aggregate Commitment be increased; provided that ~~the aggregate amount of all increases in the amount of~~ (i) the Aggregate ~~Commitments pursuant to this Section 2.3~~ Commitment shall ~~not~~ at no time exceed $~~250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ 275,000,000 and (ii) such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases request shall be in a minimum amount of $~~10,000,000~~ 25,000,000. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company not less than ten (10) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. The Company may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice and any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lender’s Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amount shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the Required Lenders) and no event shall have occurred and then be continuing which constitutes a ~~higher integral multiple~~ Default or Event of ~~$1,000,000~~Default, (B) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit C, (C) counsel for the Borrowers shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (D) the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase, (E) no Proposed New Lender shall be the Company or any Affiliate of the Company and (F) the Administrative Agent shall have administered the reallocation of the Revolving Credit Exposures on the effective date of such increase ratably among the Lenders (including new Lenders) after giving effect to such increase. The Company hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~at any time. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Fuller H B Co)

Increase of Commitments. (i) At any time prior to the Commitment Termination Date, the Company may request that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) ~~Upon notice to~~ the ~~Administrative Agent (which~~ Aggregate Commitment shall ~~promptly notify the Lenders), the Borrower may from~~ at no time to time (but not more than five times), request an increase in the aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that exceed $145,000,000 minus the aggregate amount of all ~~increases~~ reductions in the ~~amount of the~~ Aggregate ~~Commitments~~ Commitment previously made pursuant to ~~this~~ Section ~~2.3~~ 2.6.3; (b) the Combined Commitment shall ~~not~~ at no time exceed $250,000,000~~. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ ; and (c) each such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases request shall be in a minimum amount of at least $~~10,000,000 or a higher integral multiple~~ 25,000,000 and increments of $~~1,000,000~~5,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, the Administrative Agent and the Arranger shall have the right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Company shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) the Company shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit J hereto, (D) counsel for the Borrowers and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (E) the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Company. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder and thereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~hereunder at any time. (bii) ~~If the Aggregate Commitments are increased in accordance with~~ For purposes of this ~~Section 2.3~~clause (ii), ~~(i) the Administrative Agent and the Borrower shall determine~~ (A) the ~~effective date (the~~ term “~~Increase Effective Date”~~Buying Lender(s)~~, and (B) the final allocation of such increase and Schedule I attached hereto~~ ” shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent mean (1) ~~a Joinder Agreement executed by~~ each Lender the ~~Borrower and~~ Effective Commitment Amount of which is greater than its Commitment prior to the ~~applicable Lender(s)~~effective date of any increase in the Aggregate Commitment, and (2) ~~a certificate dated as of the~~ each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase ~~Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase,~~ Notice and (Bb) ~~certifying that, before and after giving~~ the term “Selling Lender(s)” shall mean each Lender whose Commitment is not being increased from that in effect prior to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and in the Aggregate ~~Commitments shall be increased (and~~ Commitment. Effective on the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision effective date of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate ~~Commitments. The Borrower acknowledges that if (despite any arrangements established~~ Commitment pursuant to clause (i) above, each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such Selling Lender’s right, title and interest in and to its outstanding Revolving Loans in the ~~foregoing sentence)~~respective dollar amounts and percentages necessary so that, ~~as a result~~ from and after such sale, each such Selling Lender’s outstanding Revolving Loans shall equal such Selling Lender’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of ~~a non-pro-rata~~ the outstanding Revolving Loans. Effective on the effective date of the increase in the Aggregate ~~Commitments~~Commitment pursuant to clause (i) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the portion of the outstanding Revolving Loans purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Buying Lender’s outstanding Revolving Loans shall equal such Buying Lender’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Revolving Loans. Such amount shall be payable on the effective date of the increase in the Aggregate Commitment by wire transfer of immediately available funds to the Administrative Agent. The Administrative Agent, in turn, shall wire transfer any such funds received to the Selling Lenders, in same day funds, for the sole account of the Selling Lenders. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Revolving Loans being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Revolving Loans, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the outstanding Revolving Loans being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender’s representations and warranties contained in the foregoing sentence, each such Buying Lender has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any ~~Eurodollar Loans must be prepaid~~ explicit or ~~converted (~~implicit written or oral representation, warranty or other statement of the Lenders or the Administrative Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Revolving Loan Documents. The Borrowers hereby agree to compensate each Selling Lender for all losses, expenses and liabilities incurred by each Lender in ~~whole or~~ connection with the sale and assignment of any Revolving Loan hereunder on the terms and in ~~part) on a day other than~~ the ~~last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of~~ manner as set forth in Section ~~3.12~~3.4.

Appears in 1 contract

Sources: 364 Day Revolving Credit Agreement (Acuity Brands Inc)

Increase of Commitments. ~~(a) Upon notice to~~ With the ~~Administrative Agent (which shall promptly notify~~ prior consent of the ~~Lenders)~~Agent, the Borrower ~~may~~ shall have the right at any time and from time to time during the term of this Agreement to request increases in the aggregate amount of the Commitments (~~but~~ provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not ~~more than five times~~exceed $1,500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $100,000,000 and integral multiples of $50,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date)~~, request an~~ . In connection with any increase in the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments (any Term Loan made~~ pursuant to this ~~Section 2.3(a)~~subsection, ~~hereafter referred to~~ (a) any Lender becoming a party hereto shall execute such documents and agreements as ~~an “Incremental Term Loan”); provided~~ the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunderCommitments. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Sl Green Realty Corp)

Increase of Commitments. (i) At any time prior to the Conversion Date, the Company may request that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) ~~Upon notice to~~ the ~~Administrative Agent (which~~ Aggregate Commitment shall ~~promptly notify the Lenders), the Borrower may from~~ at no time to time (but not more than five times), request an increase in the aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that exceed $300,000,000 minus the aggregate amount of all ~~increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase~~ reductions in the Aggregate ~~Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders~~ Commitment previously made pursuant to ~~a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which~~ Section 2.6.3; and (b) each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ request shall be in a minimum amount of at least $~~10,000,000 or a higher integral multiple~~ 25,000,000 and increments of $~~1,000,000~~5,000,000 in excess thereof. ~~Nothing contained herein~~ Such request shall ~~constitute, or otherwise~~ be ~~deemed~~ made in a written notice given to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the ~~Borrower shall determine~~ Lenders by the Company not less than twenty (A20) Business Days prior to the proposed effective date ~~(the “Increase Effective Date”), and (B) the final allocation~~ of such increase, which notice (a "COMMITMENT INCREASE NOTICE") shall specify the amount of the proposed increase in the Aggregate Commitment and ~~Schedule I attached hereto~~ the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be ~~automatically updated~~ given the opportunity to ~~reflect~~ participate in the ~~same and~~ requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (ii15) Business Days after receipt of the ~~Borrower~~Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a "LENDER INCREASE NOTICE"). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, the Administrative Agent and the ~~Lenders providing~~ Arranger shall have the ~~Incremental Term Loans shall agree~~ right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company's Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that proposed effective date the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly Company may notify ~~the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to~~ the Administrative Agent ~~(1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as~~ of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender any financial institution that shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.have agreed

Appears in 1 contract

Sources: 364 Day Revolving Credit Agreement (L&c Spinco Inc)

Increase of Commitments. (a) ~~Upon notice~~ The Borrowers may, at any time but in any event not more than one time during any period of six consecutive calendar months, make a written request (an “Increase Request”) to the Administrative Agent (who shall forward a copy to each Lender) that the Commitments of the Lenders be increased by an aggregate amount, together with the aggregate amount by which ~~shall promptly notify~~ the ~~Lenders)~~Commitments of the Lenders were previously increased pursuant to this Section 2.17, ~~the Borrower may from time~~ not to ~~time (but not more than five times), request an increase~~ exceed $100,000,000 in excess of the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or~~ as of the ~~Term Loan~~ date of this Agreement. Such Increase Request shall include a certification by a senior officer of each Borrower that no Default or Event of Default has occurred and is continuing and all representations and warranties contained herein are true and correct in all material respects on and as of the date of the Increase Request (it being understood and agreed that any representation or warranty which expressly refers by its terms to specified date shall be required to be true and correct in all material respects only as of such date). Any such increase in Commitments shall be effective as of a date (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ the “~~Incremental Term Loan~~Increase Date”~~); provided that the aggregate amount of all increases~~ ) specified in the ~~amount~~ related Increase Notice that is (i) prior to the Commitment Termination Date and (ii) at least 10 days after the date of such Increase Notice. Each Increase Notice shall specify the ~~Aggregate Commitments pursuant~~ date by which Lenders who wish to ~~this Section 2.3 shall not exceed $250,000,000. Such~~ increase ~~in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing~~ their Commitment must consent to ~~provide~~ such increase (the “Commitment Date”), which date shall be no later than five Business Days prior to the related Increase Date. Each Lender that is willing to increase its Commitment (each an “Increasing Lender”~~) and~~ ), shall notify the Administrative Agent on or prior to ~~become Lenders~~ the Commitment Date of the amount by which it is willing to increase its Commitment, which amount shall not exceed the respective amount specified in the relevant Increase Notice. No Lender shall be obligated to increase its Commitment pursuant to ~~a “Joinder Agreement”~~this Section 2.17 and any such increase shall be in the sole discretion of each Lender. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested increase, ~~substantially~~ the requested increase shall be allocated among the Lenders willing to participate therein ratably in ~~form of Exhibit K~~accordance with the amount by which they offered to increase their respective Commitments on the Commitment Date. (b) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrowers as to the amount, if any, by which the Lenders are willing to participate in the requested increase. If the aggregate amount by which the Lenders are willing to increase their Commitments on any such Commitment Date is less than the requested amount, then any one or more Eligible Transferees designated by the Borrowers that agree to provide Commitments for the shortfall may become party to this Agreement by executing and delivering, together with the Borrowers, an accession agreement pursuant to which such ~~Increasing Lender~~ Eligible Transferee shall become a party to this ~~Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~Agreement and, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the ~~amortization schedule in respect~~ extent provided therein, shall have the rights and obligations of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Datea Lender hereunder. (c) As On each Increase Date, each Eligible Transferee that accepts an offer to participate in a ~~condition precedent~~ requested Commitment increase in accordance with Section 2.17(b) shall become a Lender party to this Agreement as of such ~~increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower~~ Increase Date and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased as of such Increase Date by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions set forth in ~~Section 3.8 or 10.1~~ its notice delivered to the ~~contrary.~~ Administrative Agent in accordance with Section 2.17(a) (~~e) The parties hereto agree that, notwithstanding any other provision of this Agreement,~~ or by the ~~Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory~~ amount allocated to such ~~parties to cause an Increasing~~ Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the ~~foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the~~ last ~~day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions~~ sentence of Section ~~3.12~~2.17(a)).

Appears in 1 contract

Sources: Revolving Credit Agreement (Ambac Financial Group Inc)

Increase of Commitments. ~~(a) Upon notice~~ The Company shall have the right to increase the Total Commitment one or more times by obtaining additional Commitments to be provided on the same terms as herein set forth with respect to the ~~Administrative Agent (which shall promptly notify the Lenders)~~existing Commitments, ~~the Borrower may~~ either from ~~time to time (but not~~ one or more ~~than five times), request an increase in the aggregate amount~~ of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or ~~Eligible Assignees designated by the Borrower that are willing to provide~~ another one or more lending institutions (each such lending institution a "New Lender") provided that: (i) each increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $~~10,000,000 or~~ 25,000,000, (ii) the Company may make a ~~higher integral multiple~~ maximum of 6 such requests for increases under this Section 2.09(e), (iii) the Total Commitments may not be increased in excess of $~~1,000,000. Nothing contained herein~~ 1,225,000,000 under this Section 2.09(e), (iv) no Default shall ~~constitute, or otherwise be deemed to be, a commitment~~ exist on the ~~part~~ effective date of the increase or would result therefrom (including any Event of Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents); (v) no Lender shall have any obligation to increase its ~~Revolving Credit~~ Commitment unless it is a party to an Increased Commitment Supplement; and (vi) the Administrative Agent shall have approved of any such New Lender, such approval not to be unreasonably withheld or ~~Term Loan Commitment hereunder. (b) If~~ delayed. Subject to the ~~Aggregate~~ foregoing provisions, an increase in the Commitments ~~are increased~~ made in accordance with this Section ~~2.3,~~ shall become effective on the date Administrative Agent receives: (i) a properly completed Increased Commitment Supplement executed by the ~~Administrative Agent~~ Loan Parties and the ~~Borrower shall determine~~ Lenders willing to increase their respective Commitments or the New Lenders (Aif any) or by a combination of the ~~effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same~~ foregoing and (ii) if requested by the ~~Borrower~~Administrative Agent, legal opinions, in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent ~~and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in~~ with respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such timethereto. ~~The~~ Administrative Agent shall promptly ~~notify~~ execute any Increased Commitment Supplement so delivered in accordance with this Section and deliver a copy thereof to the other Lenders. If all existing Lenders shall not have provided their pro rata portion of the ~~final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such~~ requested increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and then after giving effect to ~~such~~ the requested increase ~~no Default exists and (iii) pursuant to~~ the ~~terms of~~ outstanding Loans may not be held pro rata in accordance with the ~~Fee Letter, pay the fees to the applicable Persons~~new Commitments or Multicurrency Commitments. On the Business Day following any such increase, all outstanding ABR Loans shall be reallocated among the Lenders (including any New Lenders) in accordance with the Lenders' respective revised Applicable Percentages. Eurocurrency Borrowings shall not be reallocated among the Lenders prior to the expiration of the applicable ~~Increase Effective Date,~~ Interest Period in effect at the ~~Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be,~~ time of ~~each Increasing~~ any such increase. Any advances made under this Section by a Lender shall be ~~increased by~~ deemed to be a purchase of a corresponding amount of the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the ~~other~~ Lender or Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitmentswho shall receive such advances. The ~~Borrower acknowledges that if (despite any arrangements established~~ Commitments of the Lenders who do not agree to increase their Commitments cannot be reduced or otherwise changed pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12this Section.

Appears in 1 contract

Sources: Credit Agreement (Smithfield Foods Inc)

Increase of Commitments. ~~(a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower~~ The Company may from time to time ~~(but not more than five times),~~ request an increase in the Commitments or one or more tranches of term loans (“Incremental Term Loans”), in each case in minimum increments of $20,000,000 so long as, after giving effect thereto, the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “~~and all such Incremental Term ~~Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall~~ Loans does not exceed $250,000,000. ~~Such~~ The Company may arrange for any such increase ~~in the Aggregate Commitments may~~ or tranche to be provided by ~~the~~ one or more Lenders (each Lender so agreeing to an increase in its Commitment, or ~~Eligible Assignees designated by the Borrower that are willing~~ to ~~provide~~ participate in such ~~increase (~~a tranche an “Increasing Lender”~~) and~~ ), or by one or more new Lenders (each new Lender, an “Augmenting Lender”), to ~~become Lenders pursuant~~ increase their existing Commitments, or to participate in such a ~~“Joinder Agreement”~~tranche, ~~substantially in form of Exhibit K~~or extend Commitments, ~~pursuant to which such Increasing Lender shall become a party to this Agreement~~as the case may be; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) each Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent ~~and the Borrower shall determine~~ (Ain each case such approval not to be unreasonably withheld) ~~the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same~~ and (ii) (x) in the ~~Borrower~~case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders ~~providing~~ or Augmenting Lenders and the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall ~~promptly~~ notify each Lender thereof. Notwithstanding the ~~Lenders~~ foregoing, no increase in the Commitments (or in the Commitment of ~~the final allocation~~ any Lender) or tranche of ~~such increase and the Increase Effective Date. (c) As a condition precedent to such increase~~Incremental Term Loan shall become effective under this paragraph unless, (i) ~~no Default~~ on the proposed date of the effectiveness of such increase or tranche, the condition set forth in paragraph (b) of Section 4.02 shall ~~exist,~~ be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate of the Company to that effect dated such date and executed by a Financial Officer and (ii) the ~~Borrower~~ Administrative Agent shall have received, to the extent it so requests, documents consistent with those delivered on the Effective Date as to the corporate power and authority of the Borrowers to borrow hereunder and as to the corporate power and authority of Singapore to continue to be obligated under the Subsidiary Guaranty, in each case, after giving effect to such increase. On the effective date of any increase in the Commitments, (xi) ~~deliver~~ each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent ~~(1) a Joinder Agreement executed by~~ such amounts in immediately available funds as the ~~Borrower and~~ Administrative Agent shall determine, for the ~~applicable Lender(s), and (2) a certificate dated as~~ benefit of the ~~Increase Effective Date (~~other Lenders, as being required in ~~sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting~~ order to ~~such increase~~cause, ~~and (B) certifying that, before and~~ after giving effect to such increase ~~no Default exists~~ and ~~(iii) pursuant~~ the use of such amounts to ~~the terms~~ make payments to such other Lenders, each Lender’s portion of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the outstanding Revolving Loans of all the ~~other~~ Lenders ~~(rather than fund~~ to equal its ~~Commitment~~ Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans ~~concurrently with~~ as of the ~~applicable increase) with a view toward minimizing breakage costs and transfers~~ date of ~~funds in connection with~~ any increase in the ~~Aggregate Commitments~~Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company in accordance with the requirements of Section 2.03). The ~~Borrower acknowledges that if (despite any arrangements established~~ deemed payments made pursuant to clause (ii) of the ~~foregoing sentence)~~immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, ~~as a result~~ in respect of ~~a non-pro-rata increase in the Aggregate Commitments~~each Eurocurrency Loan, ~~any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion~~ shall be subject to indemnification by the Borrowers pursuant to the provisions of Section ~~3.12~~2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Loans, and (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date), provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment (an “Incremental Term Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section.

Appears in 1 contract

Sources: Credit Agreement (International Rectifier Corp /De/)

Increase of Commitments. (a) ~~Upon notice to~~ At any time after the ~~Administrative Agent (which~~ date hereof, provided that no Event of Default shall ~~promptly notify the Lenders)~~have occurred and be continuing, the ~~Borrower~~ Company may ~~from time to time (but not more than five times),~~ request an increase of the Total Commitment by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $500,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Acquisition Loan Commitment shall not exceed the percentage of the Total Commitment in effect as of the Closing Date. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitments, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c), (the “Re-Allocation Date”) shall be made pro rata based on their respective Floor Plan Loan Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 5.18, the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments~~ shall not exceed $1,850,000,000. (~~any Term Loan made pursuant~~ g) The Company shall execute and deliver a Note or Notes to ~~this Section 2.3(a), hereafter referred~~ each New Lender and replacement Notes to ~~as an “Incremental Term Loan”); provided that the aggregate amount of all increases~~ Lenders signing a Commitment Increase Agreement in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereundersaid Persons’ Commitments. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Revolving Credit Agreement (Group 1 Automotive Inc)

Increase of Commitments. (i) At any time prior to the Facility Termination Date, the Company may request that the Aggregate Commitment be increased; provided that, without the prior written consent of all of the Lenders, (a) ~~Upon notice to~~ the ~~Administrative Agent (which~~ Aggregate Commitment shall ~~promptly notify the Lenders), the Borrower may from~~ at no time to time (but not more than five times), request an increase in the aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that exceed $350,000,000 minus the aggregate amount of all ~~increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase~~ reductions in the Aggregate ~~Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders~~ Commitment previously made pursuant to ~~a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which~~ Section 2.6.2; and (b) each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ request shall be in a minimum amount of at least $10,000,000 ~~or a higher integral multiple~~ and increments of $~~1,000,000~~5,000,000 in excess thereof. Such request shall be made in a written notice given to the Administrative Agent and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase Notice”) shall specify the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a “Lender Increase Notice”). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in the Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, the Administrative Agent shall have the right, in consultation with the Company, to allocate the amount of increases necessary to meet the Company’s Commitment Increase Notice. In the event that the Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Administrative Agent of any financial institution that shall have agreed to become a “Lender” party hereto (a “Proposed New Lender”) in connection with the Commitment Increase Notice. Any Proposed New Lender shall be consented to by the Administrative Agent (which consent shall not be unreasonably withheld). If the Company shall not have arranged any Proposed New Lender(s) to commit to the shortfall from the Lender Increase Notices, then the Company shall be deemed to have reduced the amount of its Commitment Increase Notice to the aggregate amount set forth in the Lender Increase Notices. Based upon the Lender Increase Notices, any allocations made in connection therewith and any notice regarding any Proposed New Lender, if applicable, the Administrative Agent shall notify the Company and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender’s and Proposed New Lenders’ Commitment (the “Effective Commitment Amount”) and the amount of the Aggregate Commitment, which amounts shall be effective on the following Business Day. Any increase in the Aggregate Commitment shall be subject to the following conditions precedent: (A) the Company shall have obtained the consent thereto of each Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment all representations and warranties shall be true and correct in all material respects as though made on such date and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (C) the Borrowers, the Administrative Agent and each Proposed New Lender or Lender that shall have agreed to provide a “Commitment” in support of such increase in the Aggregate Commitment shall have executed and delivered a “Commitment and Acceptance” substantially in the form of Exhibit I hereto, (D) counsel for the Borrowers and for the Guarantors shall have provided to the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent and (E) the Borrowers and the Proposed New Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Company. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Company and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this Agreement as a Lender and shall have the rights and obligations of a Lender hereunder and thereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~hereunder at any time. (bii) ~~If the Aggregate Commitments are increased in accordance with~~ For purposes of this ~~Section 2.3~~clause (ii), ~~(i) the Administrative Agent and the Borrower shall determine~~ (A) the ~~effective date (the~~ term “~~Increase Effective Date”~~Buying Lender(s)~~, and (B) the final allocation of such increase and Schedule I attached hereto~~ ” shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent mean (1) ~~a Joinder Agreement executed by~~ each Lender the ~~Borrower and~~ Effective Commitment Amount of which is greater than its Commitment prior to the ~~applicable Lender(s)~~effective date of any increase in the Aggregate Commitment, and (2) ~~a certificate dated as of the~~ each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase ~~Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase,~~ Notice and (Bb) ~~certifying that, before and after giving~~ the term “Selling Lender(s)” shall mean each Lender whose Commitment is not being increased from that in effect prior to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and in the Aggregate ~~Commitments shall be increased (and~~ Commitment. Effective on the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision effective date of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate ~~Commitments. The Borrower acknowledges that if (despite any arrangements established~~ Commitment pursuant to clause (i) above, each Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage in such Selling Lender’s right, title and interest in and to its outstanding Loans in the ~~foregoing sentence)~~respective dollar amounts and percentages necessary so that, ~~as a result~~ from and after such sale, each such Selling Lender’s outstanding Loans shall equal such Selling Lender’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of ~~a non-pro-rata~~ the outstanding Loans. Effective on the effective date of the increase in the Aggregate ~~Commitments~~Commitment pursuant to clause (i) above, each Buying Lender hereby purchases and accepts such grant, assignment and conveyance from the Selling Lenders. Each Buying Lender hereby agrees that its respective purchase price for the portion of the outstanding Loans purchased hereby shall equal the respective dollar amount necessary so that, from and after such payments, each Buying Lender’s outstanding Loans shall equal such Buying Lender’s Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Loans. Such amount shall be payable on the effective date of the increase in the Aggregate Commitment by wire transfer of immediately available funds to the Administrative Agent. The Administrative Agent, in turn, shall wire transfer any such funds received to the Selling Lenders, in same day funds, for the sole account of the Selling Lenders. Each Selling Lender hereby represents and warrants to each Buying Lender that such Selling Lender owns the Loans being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Loans, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the outstanding Loans being sold by such Selling Lender. Each Buying Lender hereby acknowledges and agrees that, except for each Selling Lender’s representations and warranties contained in the foregoing sentence, each such Buying Lender has entered into its Commitment and Acceptance with respect to such increase on the basis of its own independent investigation and has not relied upon, and will not rely upon, any ~~Eurodollar Loans must be prepaid~~ explicit or ~~converted (~~implicit written or oral representation, warranty or other statement of the Lenders or the Administrative Agent concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the other Loan Documents. The Borrowers hereby agree to compensate each Selling Lender for all losses, expenses and liabilities incurred by each Lender in ~~whole or~~ connection with the sale and assignment of any Loan hereunder on the terms and in ~~part) on a day other than~~ the ~~last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of~~ manner as set forth in Section ~~3.12~~3.4.

Appears in 1 contract

Sources: Revolving Credit Agreement (Acuity Brands Inc)

Increase of Commitments. At any time, the Borrower may request that the total Commitments for all the Lenders (athe "Aggregate Commitment") ~~Upon~~ be increased; provided that, without the prior written consent of all of the Lenders, the Aggregate Commitment shall at no time exceed $175,000,000. Such request shall be made in a written notice given to the Administrative Agent ~~(which shall promptly notify~~ and the ~~Lenders),~~ Lenders by the Borrower ~~may from time~~ not less than ten (10) Business Days prior to ~~time~~ the proposed effective date of such increase, which notice (~~but not more than five times), request an~~ a "Commitment Increase Notice") shall specify the amount of the proposed increase in the ~~aggregate~~ Aggregate Commitment and the proposed effective date of such increase. The Borrower may notify the Administrative Agent of any financial institution that shall have agreed to become a "Lender" party hereto (a "Proposed New Lender") in connection with the Commitment Increase Notice and any Proposed New Lender shall be consented to by the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld or delayed). The Administrative Agent shall notify the Borrower and the Lenders on or before the Business Day immediately prior to the proposed effective date of the amount of each Lender's and Proposed New Lenders' Commitment (the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in "Effective Commitment Amount") and the amount of the Aggregate ~~Commitments pursuant to this Section 2.3~~ Commitment, which amount shall ~~not exceed $250,000,000~~be effective on the following Business Day. ~~Such~~ Any increase in the Aggregate ~~Commitments may~~ Commitment shall be ~~provided~~ subject to the following conditions precedent: (A) the Borrower shall have obtained the consent thereto of each Subsidiary Guarantor and its reaffirmation of the Loan Document(s) executed by it, which consent and reaffirmation shall be in writing and in form and substance reasonably satisfactory to the Administrative Agent, (B) as of the date of the Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Commitment, all representations and warranties under Article III shall be true and correct in all material respects as though made on such date (except for representations and warranties for which exceptions thereto have been disclosed in writing to the Administrative Agent and which have been approved in writing by the ~~Lenders~~ Required Lenders) and no event shall have occurred and then be continuing which constitutes a Default or ~~Eligible Assignees designated by~~ Event of Default, (C) the ~~Borrower~~ Borrower, the Administrative Agent and each Proposed New Lender or Lender that ~~are willing~~ shall have agreed to provide a "Commitment" in support of such increase ~~(an “Increasing Lender”)~~ in the Aggregate Commitment shall have executed and ~~to become Lenders pursuant to~~ delivered a ~~“Joinder Agreement”,~~ "Commitment and Acceptance" substantially in the form of Exhibit KC, ~~pursuant~~ (D) counsel for the Borrower shall have provided to ~~which such Increasing~~ the Administrative Agent supplemental opinions in form and substance reasonably satisfactory to the Administrative Agent, (E) the Borrower and the Proposed New Lender shall ~~become~~ otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Administrative Agent shall have reasonably requested in connection with such increase and (F) the Administrative Agent shall have administered the reallocation of the Revolving Credit Exposures on the effective date of such increase ratably among the Lenders (including new Lenders) after giving effect to such increase. The Borrower hereby agrees to compensate each Lender for all losses, expenses and liabilities incurred by such Lender in connection with the sale and assignment of any Eurocurrency Loan hereunder on the terms and in the manner as set forth in Section 2.16 hereof. Upon satisfaction of the conditions precedent to any increase in the Aggregate Commitment, the Administrative Agent shall promptly advise the Borrower and each Lender of the effective date of such increase. Upon the effective date of any increase in the Aggregate Commitment that is supported by a Proposed New Lender, such Proposed New Lender shall be a party to this ~~Agreement; provided that any such increases~~ Agreement as a Lender and shall ~~be in~~ have the rights and obligations of a ~~minimum amount of $10,000,000 or a higher integral multiple of $1,000,000~~Lender hereunder. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~at any time. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Efunds Corp)

Increase of Commitments. ~~(a) Upon notice~~ Subject to the ~~Administrative~~ approval of the Agent (which shall ~~promptly notify the Lenders~~not be unreasonably withheld or delayed), the Borrower ~~may from time~~ shall have the right to ~~time (but not more than five times),~~ request an increase in the aggregate amount of the ~~Revolving Credit Commitments and/or the Term Loan~~ Commitments (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”);~~ provided that the aggregate amount of ~~all~~ such increases in the ~~amount of the Aggregate~~ Commitments pursuant to this Section ~~2.3~~ shall not exceed $~~250,000,000~~55,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. ~~Such~~ Each such increase in the ~~Aggregate~~ Commitments ~~may~~ must be ~~provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ an aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such ~~increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing~~ request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement~~; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~, or ~~otherwise be deemed to be, a commitment on the part of~~ if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving ~~Credit Commitment or Term Loan Commitment hereunder.~~ Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) If the ~~Aggregate Commitments are increased in accordance with this Section 2.3~~aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.4(j) which have not been repaid, ~~(i) the Administrative Agent~~ and the Borrower shall ~~determine~~ pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (Ax) a Default or Event of Default shall be in existence on the effective date ~~(the “Increase Effective Date”), and (B) the final allocation~~ of such increase ~~and Schedule I attached hereto shall be automatically updated~~ or (y) any representation or warranty made or deemed made by the Borrower or any other Obligor in any Loan Document to ~~reflect~~ which any such Obligor is a party is not (or would not be) true or correct in all material respects on the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation effective date of such increase ~~and the Increase Effective Date.~~ (~~c) As a condition precedent~~ except for representations or warranties which expressly relate solely to ~~such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s~~an earlier date), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in In connection with any increase in the ~~Aggregate~~ aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment and a Competitive Advance Note within two (2) Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. The Borrower ~~acknowledges that if (despite any arrangements established pursuant~~ shall also execute and deliver to the ~~foregoing sentence), as a result~~ other Lenders replacement Competitive Advance Notes increasing the principal face amount thereof to 30% of ~~a non-pro-rata increase in~~ the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12new Total Commitment.

Appears in 1 contract

Sources: Credit Agreement (Parkway Properties Inc)

Increase of Commitments. ~~(a) Upon~~ By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly ~~notify~~ distribute to the Lenders), the Borrower may at any time and from time to time ~~(but not more than five times),~~ request an increase in of the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments (~~by an aggregate amount equal to any ~~Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”)~~integral multiple of $5,000,000; provided that (i) no Default shall have occurred and be continuing; (ii) the aggregate amount of ~~all increases in~~ the Commitments shall not have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.09; (iii) the total amount of ~~the Aggregate~~ all Commitments ~~pursuant to this Section 2.3~~ shall not be increased to an aggregate amount that would exceed $~~250,000,000~~800,000,000; and (iv) the Commitment of a Lender shall not be increased without the consent of such Lender. ~~Such increase in the Aggregate Commitments may be provided by~~ If one or more of the Lenders ~~or Eligible Assignees designated by the Borrower that are willing~~ is not increasing its Commitment, then, with notice to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower ~~shall determine~~ and the Administrative Agent (A) a “New Lender”), may commit to provide an amount equal to the ~~effective date~~ aggregate amount of the requested increase that will not be provided by the existing Lenders (the “Increase ~~Effective Date~~Amount”); provided, ~~and (B)~~ that the ~~final allocation~~ Commitment of ~~such increase and Schedule I attached hereto~~ each New Lender shall be ~~automatically updated~~ at least $5,000,000. Upon receipt of notice from the Administrative Agent to ~~reflect~~ the ~~same~~ Lenders and ~~(ii)~~ the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders ~~providing~~ willing to increase their respective Commitments and the ~~Incremental Term Loans~~ New Lenders (if any) shall ~~agree to~~ execute and deliver an Increased Commitment Supplement (herein so called) in the ~~amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and~~ form attached hereto as Exhibit “C”. If all existing Lenders shall not have provided ~~in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity~~ their pro rata portion of the ~~Incremental Term~~ requested Increase Amount, the Revolving Loans ~~shall~~ will not be ~~shorter than~~ held pro rata by the ~~existing weighted average life to maturity~~ Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, on the date of the ~~Initial Term Loans at such time. The Administrative Agent shall promptly notify~~ effectiveness of the Increased Commitment Supplement, the Lenders ~~of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default~~ shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and make advances among themselves so that after giving effect ~~to such increase no Default exists and (iii) pursuant~~ thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a result of the changes to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be ~~increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1~~ deemed to ~~the contrary. (e) The parties hereto agree that, notwithstanding any other provision~~ be a purchase of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in a corresponding amount of the Revolving Loans of the ~~other~~ Lender or Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitmentswhose Applicable Percentages have decreased. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion advances made under this Section shall be ~~subject~~ Loans of the same Type as those previously held by the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to apply thereto under the ~~provisions~~ terms of this Agreement. All advances made under this Section ~~3.12~~shall be made through the Administrative Agent.

Appears in 1 contract

Sources: Credit Agreement (Leggett & Platt Inc)

Increase of Commitments. (a) ~~Upon~~ So long as no Default or Event of Default has occurred and is continuing, the Company may by written notice to the Administrative ~~Agent~~ Agent, propose to increase the Aggregate Revolving Commitment Amount (~~which shall promptly notify~~ the ~~Lenders)~~amount of any such increase, an “Incremental Revolving Commitment”) and/or increase the ~~Borrower may from time to time (but not more than five times), request an increase in the aggregate~~ amount of the ~~Revolving Credit Commitments~~ Term Loans and/or add one or more incremental term loan facilities (the ~~Term Loan Commitments (~~amount of any ~~Term Loan made pursuant to this Section 2.3(a)~~such incremental term loans or facilities, ~~hereafter referred to as~~ an “Incremental Term ~~Loan~~Commitment”, and together with any Incremental Revolving Commitment, “Incremental Commitments”), in each case, in an amount not less than $10,000,000 and integral multiples of $5,000,000 in excess thereof; ~~provided~~ provided, however, that the aggregate amount of all ~~increases~~ Incremental Commitments extended after the Effective Date shall in ~~the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not~~ no event exceed $~~250,000,000~~100,000,000. ~~Such increase~~ Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Company proposes that any Incremental Commitment shall be effective, which shall be a date not less than thirty (30) days after the date on which such notice is delivered to Administrative Agent. The Company may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, the Issuing Bank and the Swing Line Lender, to provide an Incremental Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Commitment may elect or decline, in ~~the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing~~ its sole discretion, to provide such ~~increase~~ Incremental Commitment. Any Incremental Commitment shall become effective as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to any Incremental Commitment; (ii) any loan made pursuant to such Incremental Commitment (each an “~~Increasing Lender~~Incremental Advance”) ~~and to become Lenders pursuant to~~ shall be a “~~Joinder Agreement~~Revolving Advance” or a “Term Loan”, ~~substantially in form of Exhibit K~~as applicable, ~~pursuant~~ for all purposes hereof and shall be subject to ~~which such Increasing Lender~~ the same terms and conditions as the Revolving Advances or the Term Loans, as applicable, and shall ~~become~~ be guaranteed to the same extent as the other Credit Extensions on a ~~party to this Agreement~~pari passu basis; provided that ~~any such increases shall be~~ in the case of each Incremental Advance in the form of a ~~minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~Term Loan, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) such Term Loan shall not mature earlier than the ~~effective date (the “Increase Effective~~ Maturity Date”), ~~and~~ (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of such Term Loan shall be no shorter than that of the ~~Incremental~~ Term Loans which were outstanding immediately after giving effect to this Agreement (the “Initial Term Loans”), (C) subject to clauses (A) and (B) above, the amortization schedule applicable to such Term Loan shall be determined by the Company, the Administrative Agent and the applicable Lenders, (D) the interest rate margin, OID or up-front fees (if any) and interest rate floors (if any) applicable to such Term Loan will be determined by the Company, the Administrative Agent and the applicable Lenders, provided that, in the event that the All-In Yield applicable to such Term Loan exceeds by more than 50 basis points the All-In Yield applicable at such time to the Initial Term Loans, then the interest rate margins for the Initial Term Loans shall ~~not~~ be ~~shorter than~~ increased to the ~~existing weighted average life to maturity~~ extent necessary so that the All-In Yield of the Initial Term Loans at is equal to the All-In Yield of such ~~time. The~~ Term Loan minus 50 basis points; (iii) such Incremental Commitments shall be effected pursuant to one or more agreements in form and substance satisfactory to the Administrative Agent and the Borrowers executed and delivered by the Borrowers, the Administrative Agent and the applicable Incremental Lenders (which agreement or agreements may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.22); and (iv) the Company shall ~~promptly notify~~ deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of the Company authorizing such Incremental Advances (for the avoidance of doubt, resolutions duly adopted by the board of directors (or equivalent governing body)) of the Company delivered pursuant to Section 3.1(c) which authorize such Incremental Advances shall be sufficient as to the Company so long as such resolutions are certified as of the applicable Increased Amount Date as remaining in full force and effect) reasonably requested by the Administrative Agent in connection with any such transaction. (b) The outstanding Revolving Advances and Percentages of Swing Line Advances and L/C Amounts will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Lenders of (including the ~~final allocation of such increase~~ Incremental Lenders) in accordance with their revised Percentages (and the ~~Increase Effective Date~~Lenders (including the Incremental Lenders) agree to make all payments and adjustments necessary to effect such reallocation and the Company shall pay any and all costs required pursuant to Section 2.16 in connection with such reallocation as if such reallocation were a repayment). (c) As On any Increased Amount Date on which any Incremental Commitment becomes effective, each Incremental Lender with an Incremental Commitment shall become a ~~condition precedent~~ Lender hereunder with respect to such ~~increase, (i) no Default~~ Incremental Commitment. Thereafter it shall ~~exist, (ii) the Borrower shall (x) deliver~~ be entitled to the ~~Administrative Agent (1) a Joinder Agreement executed by~~ same voting rights as the ~~Borrower~~ existing Lenders and ~~the applicable Lender(s), and (2) a certificate dated as~~ shall be included in any determination of the ~~Increase Effective Date (in sufficient copies~~ Required Lenders. The Incremental Lenders will not constitute a separate voting class for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordinglyany purposes under this Agreement. (d) ~~This Section 2.3~~ In no event shall ~~supersede any provisions in Section 3.8 or 10.1 to~~ the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may Company make ~~arrangements reasonably satisfactory to such parties to cause~~ more than three requests for an ~~Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its~~ Incremental Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of this Section ~~3.12~~2.22.

Appears in 1 contract

Sources: Credit Agreement (Sensient Technologies Corp)

Increase of Commitments. (a) ~~Upon~~ If, prior to and after giving effect to any increase in the Commitments pursuant to this Section 2.20, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time and from time to time, but in no event more than one (1) time in any fiscal year, request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (~~which~~ such notice, a "Commitment Increase Notice"); provided, however, that (i) each such increase shall ~~promptly notify~~ be at least $5,000,000, (ii) the ~~Lenders), the Borrower may from time to time (but not more than five times), request an~~ cumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $25,000,000, (iii) the Commitment of any Lender may not be increased without such Lender's consent, (iv) the aggregate amount of the ~~Revolving Credit~~ Lenders' Commitments ~~and/or~~ shall not exceed $50,000,000 and (v) such proposed increase shall be further conditioned upon the ~~Term Loan Commitments~~ Borrower's delivery to the Administrative Agent, who shall distribute such information to the Lenders, of the following, in each case reasonably acceptable to the Required Lenders, both in form and substance: (x) reasonable evidence that collateral, in addition to any ~~Term Loan~~ and all Collateral securing the Obligations as of the date of the Commitment Increase Notice, has been acquired, or will be acquired with Borrowings made in connection with such increase in the Commitments, to secure the full amount of the Obligations, as increased as contemplated by the Commitment Increase Notice and (y) cash flow projections, including with respect to such acquired or to be acquired collateral, which projections shall be prepared in good faith, based on reasonable assumptions as of the date of the Commitment Increase Notice and if requested by the Required Lenders, verified by independent third-parties selected by the Administrative Agent. Each Lender will notify the Administrative Agent within fifteen (15) days after receipt of the evidence described in clause (v) immediately above whether or not the additional collateral, and the evidence thereof, is acceptable to such Lender provided that if such notice is not received by the Administrative Agent within such time, such Lender shall be deemed to be satisfied with such evidence. If the conditions in clauses (i) through (v) above have been satisfied, the Administrative Agent shall, within five (5) Business Days after the Administrative Agent is aware that such conditions have been satisfied, notify each Lender thereof. Each Lender desiring to increase its Commitment shall notify the Administrative Agent in writing no later than fifteen (15) days after receipt by the Lender of such notice from the Administrative Agent. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section ~~2.3(a~~2.20 shall, in each case, execute an agreement (a "Commitment Increase Agreement"), ~~hereafter referred~~ in substantially the form attached hereto as Exhibit B, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to ~~as an “Incremental Term Loan”); provided that~~ the ~~aggregate~~ benefits of this Agreement with respect to the full amount of ~~all increases~~ its Commitment as so increased, and the definition of Commitment in ~~the amount of the Aggregate Commitments pursuant to this~~ Section ~~2.3~~ 1.01 and Schedule 2.01 hereof shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to ~~be, a commitment on~~ be amended to reflect such increase. Any Lender that does not notify the ~~part of any Lender~~ Administrative Agent within such period that it will increase its Commitment shall be deemed to have rejected such offer to increase its ~~Revolving Credit~~ Commitment. No Lender shall have any obligation whatsoever to agree to increase its Commitment. Any agreement to increase a Lender's pro rata share of the increased Commitment ~~or Term Loan Commitment hereunder~~shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (b) If any portion of the ~~Aggregate~~ increased Commitments ~~are~~ is not subscribed for by such Lenders, the Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in ~~accordance with this Section 2.3~~any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders, ~~(i)~~ to the additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) approved by the Borrower, the Administrative Agent ~~and~~ shall notify such proposed lenders of the ~~Lenders providing the Incremental Term Loans shall agree~~ opportunity to ~~the amortization schedule~~ participate in ~~respect~~ all or a portion of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity unsubscribed portion of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Dateincreased Commitments. (c) ~~As a condition precedent to such increase, (i) no Default shall exist, (ii)~~ Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments shall ~~(x)~~ execute and deliver to the Administrative Agent a New Lender Agreement (1a "New Lender Agreement"), in substantially the form attached hereto as Exhibit C, setting forth its Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a "New Lender") shall become a ~~Joinder Agreement executed~~ Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the ~~Borrower and~~ Commitment of such New Lender, provided that the ~~applicable Lender(s), and (2) a certificate dated as~~ Commitment of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing any New Lender shall be ~~increased~~ an amount not less than $5,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the ~~amount offered by (or, if applicable, allocated to) such Increasing Lender and~~ Administrative Agent at the ~~Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly~~same time as that of all other New Lenders. (d) ~~This Section 2.3~~ The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall ~~supersede any provisions in Section 3.8 or 10.1~~ be contingent upon (i) receipt by the Administrative Agent of (x) such corporate resolutions of the Borrower and legal opinions of counsel to the ~~contrary~~Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (y) mortgages, deeds of trust, security agreements and other documents (including, without limitation, those described in Article IV applicable to such additional collateral) in form and substance reasonably acceptable to the Administrative Agent, granting a first priority perfected Lien, subject to the Liens permitted by Section 6.02 hereof, on and otherwise relating to the additional collateral securing the Obligations increased as contemplated in clause (v) of Section 2.20(a) above, and (ii) there not having occurred any event that would cause a material diminution in value of the additional collateral. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (e) ~~The parties hereto agree that, notwithstanding~~ If any ~~other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing~~ bank or financial institution becomes a New Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to ~~the foregoing sentence~~Section 2.20(c) or any Lender's Commitment is increased pursuant to Section 2.20(a), ~~as a~~ additional Loans made on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of ~~a non~~Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-~~pro-rata increase in the Aggregate Commitments, any Eurodollar~~ Allocation Date shall be effected by repayment of such Loans ~~must be prepaid or converted (in whole or in part)~~ on ~~a day other than~~ the last day of an the Interest Period ~~therefor~~applicable thereto or, ~~then~~ in the case of ABR Loans, on the date of such ~~prepayment or conversion~~ increase, and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be ~~subject~~ paid thereon to the ~~provisions of Section 3.12~~respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Appears in 1 contract

Sources: Senior Secured Credit Agreement (Hiland Holdings GP, LP)

Increase of Commitments. (a) ~~Upon~~ If no Default, Event of Default or Material Adverse Change shall have occurred and be continuing at the time of delivery of the Commitment Increase Notice, the Borrower may at any time and from time to time request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (~~which~~ such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall ~~promptly notify~~ be at least $10,000,000, (ii) the ~~Lenders), the Borrower may from time to time (but not more than five times), request an~~ cumulative increase in Commitments after the date hereof pursuant to this Section 2.20 shall not exceed $150,000,000 without the approval of the Required Lenders, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of the Lenders’ Revolving ~~Credit Commitments and/or the Term~~ Loan Commitments shall not exceed $700,000,000 without the approval of the Required Lenders. The Administrative Agent shall, within five (~~any Term Loan made~~ 5) Business Days after receipt of the Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall so notify the Administrative Agent in writing no later than fifteen (15) days after receipt by the Lender of such request. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section ~~2.3(a)~~2.20 shall, ~~hereafter referred~~ in each case, execute a Commitment Increase Agreement, in substantially the form attached hereto as Exhibit C, with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to ~~as an “Incremental Term Loan”); provided that~~ the ~~aggregate~~ benefits of this Agreement with respect to the full amount of ~~all increases~~ its Revolving Loan Commitment as so increased, and the definition of Commitment in ~~the amount of the Aggregate Commitments pursuant to this~~ Section ~~2.3~~ 1.01 and Schedule 2.01 hereof shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to ~~be, a commitment on~~ be amended to reflect such increase. Any Lender that does not notify the ~~part of any Lender~~ Administrative Agent within such period that it will increase its Revolving Loan Commitment shall be deemed to have rejected such offer to increase its Revolving ~~Credit Commitment or Term~~ Loan Commitment. No Lender shall have any obligation whatsoever to agree to increase its Revolving Loan Commitment. Any agreement to increase a Lender’s pro rata share of the increased Revolving Loan Commitment ~~hereunder~~shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (b) If any portion of the ~~Aggregate~~ increased Commitments ~~are~~ is not subscribed for by such Lenders, the Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in ~~accordance with this Section 2.3~~any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders, ~~(i)~~ to the additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) approved by the Borrower, the Administrative Agent ~~and~~ shall notify such proposed lenders of the ~~Lenders providing the Incremental Term Loans shall agree~~ opportunity to ~~the amortization schedule~~ participate in ~~respect~~ all or a portion of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity unsubscribed portion of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Dateincreased Commitments. (c) ~~As a condition precedent to such increase, (i) no Default shall exist, (ii)~~ Any additional bank or financial institution that the Borrower selects to offer participation in the increased Revolving Loan Commitments shall ~~(x)~~ execute and deliver to the Administrative Agent a New Lender Agreement (1a “New Lender Agreement”), in substantially the form attached hereto as Exhibit D, setting forth its Revolving Loan Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a ~~Joinder~~ Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Revolving Loan Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Revolving Loan Commitment of any New Lender shall be an amount not less than $10,000,000. Each New Lender Agreement ~~executed~~ shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the ~~applicable Lender(s)~~Administrative Agent, and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to whereupon such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be ~~increased~~ bound by and entitled to the benefits of this Agreement with respect to the full amount ~~offered by (or~~of its Commitment as so increased, ~~if applicable, allocated to) such Increasing Lender~~ and the ~~Aggregate Commitments~~ definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be ~~increased (and the Commitment Percentages adjusted) accordingly~~deemed to be amended to reflect such increase. (d) ~~This Section 2.3~~ The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall ~~supersede any provisions in Section 3.8 or 10.1~~ be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the ~~contrary~~Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (e) ~~The parties hereto agree that~~If any bank or financial institution becomes a New Lender pursuant to Section 2.20(c) or any Lender’s Commitment is increased pursuant to Section 2.20, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the additional Revolving Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of ~~the other Lenders (rather than fund its Commitment Percentage of all outstanding~~ Revolving Loans ~~concurrently~~ in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant such increased Commitments to the ~~foregoing sentence~~extent of, and pro rata based on, their respective Commitments), ~~as a result~~ and continuations of ~~a non~~Loans outstanding on such Re-~~pro-rata increase in the Aggregate Commitments, any Eurodollar~~ Allocation Date shall be effected by repayment of such Loans ~~must be prepaid or converted (in whole or in part)~~ on ~~a day other than~~ the last day of an the Interest Period ~~therefor~~applicable thereto or, ~~then~~ in the case of ABR Loan, on the date of such ~~prepayment or conversion~~ increase, and the making of new Loans of the same Type pro rata based on the respective Revolving Loan Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be ~~subject~~ paid thereon to the ~~provisions of Section 3.12~~respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Appears in 1 contract

Sources: Credit Agreement (Magellan Midstream Partners Lp)

Increase of Commitments. (a) ~~Upon~~ If no Default or Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrowers may at any time prior to the Termination Date request one or more increases of the Commitments by notice to the ~~Administrative~~ Agent in writing of the amount of such proposed increase (~~which shall promptly notify~~ each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the ~~Lenders)~~Commitment of any Lender may not be increased without such Lender’s consent, ~~the Borrower may from time to time~~ (~~but not more than five times), request an increase in~~ ii) the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to~~ as ~~an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3~~ so increased shall not exceed $~~250,000,000~~225,000,000, and (iii) the Commitments may not be increased without the consent of the Agent (which consent shall not be unreasonably withheld or delayed). ~~Such~~ Any such Commitment Increase Notice delivered with respect to any proposed increase in the ~~Aggregate~~ Commitments ~~may be provided by~~ must offer each Lender an opportunity to subscribe for its Commitment Percentage (with respect to the ~~Lenders or Eligible Assignees designated by~~ existing Commitments (prior to such increase)) of the ~~Borrower~~ increased Commitments. The Agent shall, within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify the Agent in writing no later than ten (10) Business Days after receipt of notice from the Agent. Any Lender that ~~are willing to provide such~~ does not notify the Agent within the time period specified above that it will increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise its Commitment will be deemed to ~~be,~~ have rejected such offer. Any agreement by a ~~commitment on the part of any~~ Lender to increase its ~~Revolving Credit~~ Commitment ~~or Term Loan Commitment hereunder~~shall be irrevocable. (b) If any proposed increase in the ~~Aggregate~~ Commitments ~~are increased~~ is not fully subscribed by the existing Lenders pursuant to the procedure outlined in ~~accordance~~ clause (a) preceding, the Borrowers may, in their sole discretion, but with ~~this Section 2.3,~~ the consent of the Agent as to any Person that is not at such time a Lender (~~i) the Administrative Agent and the Borrower~~ which consent shall ~~determine (A) the effective date (the “Increase Effective Date”~~not be unreasonably withheld or delayed), ~~and (B)~~ offer to any existing Lender or to one or more additional banks or financial institutions the ~~final allocation~~ opportunity to participate in all or a portion of such ~~increase and Schedule I attached hereto shall be automatically updated to reflect~~ unsubscribed portion of the ~~same and (ii)~~ Commitments, by notifying the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this AgreementAgent; provided, that the ~~weighted average life to maturity~~ Commitment of ~~the Incremental Term Loans~~ any New Lender shall not be ~~shorter~~ less than $15,000,000 and shall be in an integral multiple of $5,000,000. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrowers of their desire to offer such unsubscribed commitments to certain existing ~~weighted average life~~ Lenders or to ~~maturity~~ the additional banks or financial institutions identified therein, the Agent shall notify such proposed lenders of the ~~Initial Term Loans at~~ opportunity to participate in all or a portion of such ~~time. The Administrative Agent shall promptly notify the Lenders~~ unsubscribed portion of the ~~final allocation of such increase and the Increase Effective Date~~increased Commitments. (c) As Any existing Lender that accepts the Borrowers’ offer to increase its Commitment shall execute a ~~condition precedent to such increase~~Commitment Increase Agreement with the Borrowers, ~~(i) no Default shall exist, (ii)~~ the ~~Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower~~ Guarantors and the ~~applicable Lender(s)~~Agent, and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to whereupon such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be ~~increased by~~ bound by, and entitled to the benefits of, this Agreement with respect to the full amount ~~offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the~~ of its Commitment ~~Percentages adjusted) accordingly~~as so increased. (d) ~~This Section 2.3~~ Any additional bank or financial institution which is not an existing Lender and which accepts the Borrowers’ offer to participate in the increased Commitments shall ~~supersede any provisions in Section 3.8 or 10.1~~ execute and deliver to the ~~contrary~~Agent, the Borrowers and the Guarantors a New Lender Agreement setting forth its Commitment (subject to the limitations on the amounts thereof set forth herein), and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with Upon any increase in the ~~Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established~~ Commitments pursuant to ~~the foregoing sentence)~~this Section 2.15, as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion Schedule 1.1A shall be ~~subject~~ deemed amended to reflect the ~~provisions~~ Commitment of ~~Section 3.12~~each Lender (including any New Lender) as thereby increased.

Appears in 1 contract

Sources: Credit Agreement (Neenah Paper Inc)

Increase of Commitments. ~~(a) Upon notice~~ The Borrower shall have the right to ~~the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time (but not more than five times),~~ request ~~an increase~~ increases in the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments~~ from time to time (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”);~~ provided that after giving effect to any such increase the aggregate amount of ~~all increases~~ the Commitments would not exceed $350,000,000) by providing written notice to the Administrative Agent and the Arrangers, which notice shall be irrevocable once given. The Borrower, prior to requesting an increase in the ~~amount of the Aggregate~~ Commitments pursuant to this Section ~~2.3~~ must offer in writing each Lender the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not ~~exceed $250,000,000. Such~~ be decreased as a result of such increase in the ~~Aggregate Commitments may~~ Commitments. If a Lender does not accept the Borrower's offer to increase its Commitment as provided in the preceding sentence within 10 Business Days of the receipt of such offer, such offer shall be ~~provided~~ deemed rejected by ~~the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such ~~increase (an “Increasing~~ Lender~~”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing~~ . No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement shall be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement~~; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute~~, or ~~otherwise be deemed to be, a commitment on the part of~~ if any existing Lender agrees to increase its ~~Revolving Credit~~ Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition hereto) purchase from the other Lenders its Lender's Commitment ~~or Term Loan Commitment hereunder.~~ Percentage (bas determined after giving effect to the increase of Commitments) ~~If the Aggregate Commitments are increased in accordance with this Section 2.3~~of any outstanding Loans, ~~(i)~~ by making available to the Administrative Agent ~~and~~ for the ~~Borrower shall determine~~ account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the ~~effective date (~~portion of the ~~“Increase Effective Date”), and~~ outstanding principal amount of such Loans to be purchased by such Lender plus (B) the ~~final allocation~~ aggregate amount of payments previously made by such Lender under Section 2.9.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such ~~increase and Schedule I attached hereto shall be automatically updated to reflect~~ date on such portion of the ~~same and (ii) the Borrower~~outstanding principal amount of such Loans. Upon any such assignment, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing assigning Lender shall be ~~increased~~ deemed to represent and warrant to such other Lender that such assigning Lender is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to any Loan being assigned, the ~~amount offered by (or,~~ Loan Documents or any Loan Party. No increase of the Commitments may be effected under this Section if ~~applicable, allocated to) such Increasing Lender and the Aggregate Commitments~~ a Default or Event of Default shall be ~~increased (and~~ in existence on the ~~Commitment Percentages adjusted) accordingly~~effective date of such increase. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (CNL American Properties Fund Inc)

Increase of Commitments. ~~(a) Upon~~ Provided there exists no Event of Default, the Parent may, during the period beginning on the Effective Date to and including the date that is six months prior to the Termination Date, by written notice to the Administrative Agent ~~(which shall promptly notify~~ executed by the ~~Lenders), the Borrower may from time to time (but not~~ Borrowers and one or more ~~than five times), request an increase in the aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments~~ financial institutions (any ~~Term Loan made pursuant~~ such financial institution referred to in this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (being called an “Increasing Lender”), which may include any Lender, cause the Commitments to be extended by the Increasing Lenders (or cause the Commitments of the Increasing Lenders to be increased, as the case may be) ~~and to become Lenders~~ in an amount for each Increasing Lender set forth in such notice; provided, that (i) each extension of new Commitments or increase in existing Commitments pursuant to ~~a “Joinder Agreement”~~this paragraph shall result in the aggregate Commitments being increased by no less than $25,000,000, ~~substantially~~ (ii) no extension of new Commitments or increase in ~~form of Exhibit K~~existing Commitments, in each case, pursuant to ~~which~~ this paragraph may result in the aggregate Commitments exceeding $500,000,000, (iii) each Increasing Lender, if not already a Lender hereunder (any such Increasing Lender, a “New Lender”), shall be subject to the consent of the Administrative Agent, the Issuing Lender and the Swingline Lender, in each case, to the extent such consent would be required for an assignment to such New Lender pursuant to Section 10.04(b), which consent shall not be unreasonably withheld, (iv) each New Lender shall become a party to this ~~Agreement; provided that~~ Agreement by completing and delivering to the Administrative Agent a duly executed New Lender Agreement and (v) in no event shall any ~~such increases shall~~ existing Lender be ~~in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender~~ required to increase its ~~Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If~~ Commitment. New Commitments and increases in Commitments shall become effective on the ~~Aggregate Commitments are increased~~ date specified in ~~accordance with~~ the applicable notices delivered pursuant to this ~~Section 2.3~~paragraph. Upon the effectiveness of any New Lender Agreement to which any New Lender is a party, (i) such New Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of such New Lender as provided in such New Lender Agreement. Upon the effectiveness of any increase pursuant to this Section 2.19 in a Commitment of a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect such increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.19 unless, on the date of such increase, the Administrative Agent ~~and the Borrower~~ shall ~~determine (A)~~ have received a certificate, dated as of the effective date ~~(the “Increase Effective Date”), and (B) the final allocation~~ of such increase and ~~Schedule I attached hereto~~ executed by a Financial Officer, to the effect that the conditions set forth in paragraphs (a), (b) and (d) of Section 4.02 shall be ~~automatically updated~~ satisfied (with all references in such paragraphs to ~~reflect~~ a Borrowing being deemed to be references to such increase and attaching resolutions of the ~~same and (ii) the Borrower~~Borrowers approving such increase). Following any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraph, ~~the Administrative Agent and the Lenders providing the Incremental Term~~ any Loans ~~shall agree~~ outstanding prior to the ~~amortization schedule in respect~~ effectiveness of such ~~Incremental Terms~~ increase or extension shall continue to be outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid and, if the relevant Borrowers shall so elect, refinanced with new Loans made pursuant to Section ~~3.2(e), and as provided~~ 2.01 ratably in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently accordance with the ~~applicable~~ Commitments in effect following such extension or increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Cardtronics PLC)

Increase of Commitments. ~~(a) Upon notice to~~ At any time following the ~~Administrative Agent (which~~ Closing Date, Borrowers shall ~~promptly notify~~ have the ~~Lenders), the Borrower may~~ right from time to time and upon not less than thirty (~~but not more than five times), request an~~ 30) days prior notice to Agent to increase in the aggregate amount of ~~the Revolving Credit Commitments and/or the Term Loan~~ Commitments (each such increase, a “Commitment Increase”); provided, however, that: (i) no Default or Event of Default shall have occurred and be continuing or would result from any ~~Term Loan~~ such requested Commitment Increase or borrowings thereunder; (ii) each Commitment Increase shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 in excess thereof; provided that Borrowers may make a maximum of four requests for Commitment Increases during the term of this credit facility; (iii) the aggregate amount of all Commitment Increases made pursuant to this Section ~~2.3(a)~~shall not exceed $50,000,000; (iv) Commitment Increases shall not increase or otherwise affect the Letter of Credit Subfacility; (v) the Commitment of any Lender shall not be increased without the approval of such Lender; (vi) in connection with each proposed Commitment Increase, ~~hereafter referred~~ Borrowers shall first solicit Commitment Increases from the Lenders (provided, however, that no Lender shall have an obligation to commit to all or a portion of the proposed Commitment Increase) and if any Lender shall decline such solicitation, Borrowers shall solicit Commitment Increases from (a) the remaining Lenders and then (b) Eligible Assignees that are reasonably acceptable to both Agent and Borrowers; (vii) in connection with each proposed Commitment Increase, Agent, Borrowers and the Lenders providing for such Commitment Increase shall determine the other terms of such Commitment Increase; (viii) in the event that any existing Lender or any new Lender commits to such requested Commitment Increase, (a) any new Lender will execute an accession agreement to this Agreement, (b) the Commitment of any existing Lender that has committed to provide any of the requested Commitment Increase shall be increased, (c) the Pro Rata share of each Lender shall be adjusted, (d) Borrowers shall make such borrowings and repayments as ~~an “Incremental Term Loan”); provided that~~ shall be necessary to effect the reallocation of the Commitments (and Borrowers shall pay any breakage costs in connection therewith) and (e) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or make new commitments in response to Borrowers’ request for a Commitment Increase pursuant to this Section and which other changes do not adversely affect the rights of those Lenders not participating in the requested Commitment Increase; (ix) if the aggregate amount of all ~~increases in the amount of the Aggregate~~ Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are is increased in accordance with this ~~Section 2.3~~Section, ~~(i) the Administrative~~ Agent and ~~the Borrower~~ Borrowers shall determine ~~(A)~~ the effective date (the “Commitment Increase Effective Date”), ) and ~~(B)~~ the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such timeincrease. ~~The Administrative~~ Agent shall promptly notify SRC and the Lenders of the final allocation of such increase and ~~the~~ Commitment Increase Effective Date.; and ~~(c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall~~ (x) ~~deliver~~ each Commitment Increase shall be subject to all of the ~~Administrative Agent (1) a Joinder Agreement executed~~ terms and conditions of this Agreement, and shall be secured by the ~~Borrower~~ Collateral and ~~the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed~~ guaranteed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) Obligors pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordinglyhereof. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Loan and Security Agreement (Standard Register Co)

Increase of Commitments. (a) ~~Upon~~ At any time after the Effective Date, provided that no Event of Default shall have occurred and be continuing, the Borrower may request an increase of the aggregate Commitments by notice to the Administrative Agent in writing of the amount (~~which shall promptly notify~~ the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"). Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its pro rata share of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders), the Borrower ~~may from~~ may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time ~~to time~~ a Lender (~~but~~ which consent shall not ~~more than five times~~be unreasonably withheld), ~~request an increase~~ offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in ~~the aggregate amount~~ all or a portion of such unsubscribed portion of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount of the Aggregate increased Commitments pursuant to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ paragraph (b) or (c) below, as applicable. (b) Any additional bank or financial institution that the Borrower selects to offer participation in the ~~Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower~~ increased Commitments, and that ~~are willing~~ elects to ~~provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall~~ become a party to this Agreement and obtain a Commitment, shall execute a New Lender Agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit E (a "NEW LENDER AGREEMENT"), whereupon such bank or financial institution (a "NEW LENDER") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement; , and the signature pages and Schedule III hereof shall be deemed to be amended to add the name and Commitment of such New Lender, provided 39 that the Commitment of any such ~~increases~~ New Lender shall be in ~~a minimum~~ an amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not ~~be shorter~~ less than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective DateCdn.$5,000,000. (c) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.20 shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a "COMMITMENT INCREASE AGREEMENT"), whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule III hereof shall be deemed to be amended to so increase the Commitment of such Lender. (d) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case, in form and substance satisfactory to the Administrative Agent. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(b) or any Lender's Commitment is increased pursuant to Section 2.20(c), additional Advances made on or after the effectiveness thereof (the "RE-ALLOCATION DATE") shall be made pro rata based on the Commitment Percentages in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Advances in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Eurodollar Rate Advances pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Prime Rate Advances or Base Rate Advances, the existing Lenders shall be deemed to have made partial assignments thereof to the New Lenders and/or Lenders with such increased Commitments in such amounts that, after giving effect thereto, the Prime Rate Advances and Base Rate Advances outstanding are held pro rata based on such new Commitment Percentages. In the event that on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Rate Advances, such Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Eurodollar Rate Advances pro rata based on the respective principal amounts thereof outstanding. In the event that on any such Re-Allocation Date there is an unpaid principal amount of B/A Advances, such B/A Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Contract Periods, and repayments of such B/A Advances will be paid thereon to the respective Lenders holding such B/As ~~a condition precedent~~ based on the respective face amounts thereof. (f) Notwithstanding anything to ~~such increase~~the contrary in this Section 2.20, (i) no ~~Default~~ increase pursuant to this Section 2.20 shall ~~exist~~be effective without the consent of the Required 40 Lenders, (ii) ~~the Borrower~~ no Lender shall ~~(x) deliver~~ have any obligation to ~~the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (~~increase its Commitment unless it agrees to do so in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists its sole discretion and (iii) the aggregate amount by which the Commitments hereunder are increased pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender this Section 2.20 shall ~~be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly~~not exceed Cdn.$141,426,000. (~~d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e~~g) The ~~parties hereto agree that, notwithstanding any~~ Borrower shall execute and deliver a Note to each new bank or other ~~provision of this Agreement, the Administrative Agent, the Borrower, each Increasing~~ financial institution becoming a Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12requests one.

Appears in 1 contract

Sources: Canadian Credit Agreement (Burlington Resources Inc)

Increase of Commitments. (a) ~~Upon~~ The Borrower may, by notice to the Administrative Agent ~~(which shall promptly notify~~ given not less than 45 days prior to the ~~Lenders)~~requested effective date, request that the ~~Borrower may from time to time~~ Commitments be increased in increments of $10,000,000 (but ~~not more than five times), request an increase~~ in no event may the ~~aggregate amount of the Revolving Credit~~ total Commitments ~~and/or the Term Loan Commitments (any Term Loan made~~ after giving effect to all increases pursuant to this Section ~~2.3(a~~------- 2.13 exceed $350,000,000)~~, hereafter referred to as an “Incremental Term Loan”); provided that~~ . The Administrative Agent shall notify the ~~aggregate amount~~ Lenders of ~~all increases in the amount~~ ---- its receipt of ~~the Aggregate Commitments~~ any notice given pursuant to this Section ~~2.3 shall~~ 2.13(a) within two --------------- Business Days after the Administrative Agent's receipt thereof. Each Lender (a "Consenting Lender") may, by irrevocable notice to the Borrower and the Administrative Agent delivered to the Administrative Agent not ~~exceed $250,000,000~~later than 30 days after the receipt of notice from the Administrative Agent, inform the Administrative Agent that it wishes to participate in the requested increase and the amount of such participation. Such ~~increase in the Aggregate Commitments~~ consent may be ~~provided~~ given or withheld by ~~the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”)~~ each Lender in its absolute and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereundersole discretion. (b) If The Borrower shall have the ~~Aggregate Commitments are increased in accordance with this Section 2.3~~right, ~~(i)~~ by notice to the Administrative Agent ~~and~~ given not less than 45 days prior to the ~~Borrower shall determine~~ requested effective date, to increase the Commitments in increments of $10,000,000 (Abut in no event may the total Commitments after giving effect to all increases pursuant to this Section 2.13 exceed $350,000,000) ~~the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated~~ provided that one or more Persons ------------ acceptable to ~~reflect the same and (ii)~~ the Borrower, the Administrative Agent and the ~~Lenders providing the Incremental Term Loans shall agree~~ LC Issuer has agreed to make a Commitment on and subject to the ~~amortization schedule in respect~~ terms of this Agreement and has executed such ~~Incremental Terms Loans pursuant~~ documents as the Administrative Agent deems reasonably necessary or advisable to ~~Section 3.2(e), and~~ add such Person or Persons as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such timea Lender hereunder. The Administrative Agent shall ~~promptly~~ notify the Lenders of its receipt of any notice given pursuant to this Section 2.13(b) within two Business Days after the ~~final allocation of such increase and the Increase Effective Date~~--------------- Administrative Agent's receipt thereof. (c) ~~As a condition precedent to such increase, (i) no Default shall exist, (ii) the~~ The Borrower shall ~~(x) deliver~~ not be entitled to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause request an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the ~~Aggregate Commitments. The Borrower acknowledges that~~ Commitments nor shall any approved Commitment increase be effective if ~~(despite~~ any ~~arrangements established pursuant to the foregoing sentence), as a result~~ Default or Event of ~~a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must~~ Default shall have occurred and be ~~prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then~~ continuing at such ~~prepayment or conversion shall be subject to the provisions of Section 3.12~~time.

Appears in 1 contract

Sources: Credit Agreement (Renaissancere Holdings LTD)

Increase of Commitments. (a) ~~Upon notice to~~ At any time on or after the ~~Administrative Agent (which~~ Closing Date, provided that no Event of Default shall ~~promptly notify the Lenders)~~have occurred and be continuing, the ~~Borrower~~ Company may ~~from time to time (but not more than five times),~~ request an increase of the Total Commitment by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $1,000,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Total Acquisition Loan Commitment shall not exceed 50% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank or financial institution that the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (a “New Lender”), by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), shall become a Lender for all purposes and to the same extent as if originally a party hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or more New Lender Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Borrowers and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such ▇▇▇▇▇▇’s increased Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be paid thereon to the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the Commitments pursuant to this Section 5.18, the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or~~ shall not exceed $4,500,000,000. (g) On or following a Re-Allocation Date, the ~~Term Loan Commitments (~~Company shall execute and deliver Notes to any ~~Term Loan made pursuant~~ New Lender and replacement Notes to ~~this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases~~ any Lender signing a Commitment Increase Agreement in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable said Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or’ Commitments, if ~~applicable, allocated to)~~ requested by such ~~Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly~~Person. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Revolving Credit Agreement (Group 1 Automotive Inc)

Increase of Commitments. (a) ~~Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the~~ The Borrower may from time to time after the Closing Date, by written notice to Administrative Agent (~~but not more than five times~~which shall be provided four (4) Business Days prior to the Increase Effective Date or within such shorter period of time as Administrative Agent may agree), ~~request~~ executed by the Borrower and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing Lender”), which may include any Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased (any such extension or increase being called a “Commitment Increase”), in an amount set forth in such notice; provided, that (i) the aggregate amount of the ~~Revolving Credit Commitments and/or~~ Commitment Increases becoming effective on any single date shall be at least the ~~Term Loan Commitments~~ lesser of (~~any Term Loan made~~ A) $25,000,000 (or such lesser amount consented to by Administrative Agent) and (B) the result of $75,000,000 minus the aggregate amount of all Commitment Increases effected since the Closing Date pursuant to this Section ~~2.3(a)~~2.18, ~~hereafter referred~~ (ii) after giving effect to ~~as an “Incremental Term Loan”); provided that~~ the requested increase, the aggregate amount of all increases in the ~~amount of~~ Commitments following the ~~Aggregate Commitments~~ Closing Date pursuant to this Section ~~2.3~~ 2.18 shall not exceed $~~250,000,000. Such increase in~~ 75,000,000, and (iii) each Increasing Lender, if not already a Lender hereunder, (A) shall be subject to the ~~Aggregate Commitments~~ approval of Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), (B) shall complete an Administrative Questionnaire and provide to Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Increasing Lender may be ~~provided~~ required to deliver pursuant to Section 2.16(e), and (C) shall become a party hereto by completing and delivering to Administrative Agent, not later than 11:00 a.m., New York City time, on the ~~Lenders or Eligible Assignees designated by~~ Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to Administrative Agent and the Borrower ~~that are willing to provide such increase~~ (an “~~Increasing Lender~~Accession Agreement”~~) and to~~ ). Each Commitment Increase shall become ~~Lenders~~ effective on the date specified in the applicable notices delivered pursuant to ~~a “Joinder Agreement”, substantially in form~~ this paragraph. Upon the effectiveness of ~~Exhibit K, pursuant~~ any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall ~~become~~ thereafter be deemed to be a party to this ~~Agreement; provided that any such increases~~ Agreement and shall be in entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a ~~minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein~~ Lender hereunder and (y) Appendix A shall ~~constitute, or otherwise~~ be deemed to ~~be, a commitment on~~ have been amended to reflect the ~~part~~ Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, Appendix A shall be deemed to ~~increase~~ have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its ~~Revolving Credit Commitment or Term Loan Commitment hereunder~~consent. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and On the Increase Effective Date, which shall not be less than 30 days prior to the Maturity Date (without regard to clause (ii) of such definition), the Borrower shall (i) prepay the outstanding Loans (if any) (the “Initial Loans”) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to, and in the same Type as, such prepayment (in the case of Eurodollar Rate Loans, with Adjusted Eurodollar Rates equal to the outstanding Adjusted Eurodollar Rates and with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s); provided that with respect to subclauses (i) and (ii), (x) the prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the existing Lenders and the Increasing Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of each Type are held ratably by the Lenders in accordance with the respective Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.14(c) as a result of any such prepayment. Concurrently therewith, the Lenders shall be deemed to have adjusted their participation interests in any outstanding Loans of each Type so that such interests are held ratably in accordance with their Commitments as so increased. (c) ~~As a condition precedent to~~ Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under this Section 2.18(c) unless, on the date of such increase, (ithe conditions set forth in Section 3.02(a)(ii) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) ~~pursuant~~ shall be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and Administrative Agent shall have received, not later than 11:00 a.m., New York City time, on the ~~terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable~~ Increase Effective Date, a certificate to that effect dated such date and executed by the ~~Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be,~~ chief financial officer of each ~~Increasing Lender shall be increased by the amount offered by~~ Credit Party (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the ~~Revolving Loans~~ case of ~~the other Lenders (rather than fund its Commitment Percentage~~ ▇▇▇▇▇, treasurer of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence▇▇▇▇▇), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent (~~which shall promptly notify the Lenders~~such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the ~~Borrower may from time~~ “New Lenders”) or by allowing one or more Lenders to ~~time~~ increase their respective Commitments, subject to the satisfaction of the following conditions: (~~but not more than five times)~~i) prior to and after giving effect to the increase, ~~request an~~ no Default or Event of Default shall have occurred hereunder and be continuing; (ii) no such increase in shall cause the aggregate amount of the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in ~~the amount of the Aggregate~~ Commitments pursuant to this Section ~~2.3 shall not~~ 2.18 to exceed $~~250,000,000. Such~~ 100,000,000; (iii) no Lender’s Commitment shall be increased without such Lender’s consent; (iv) no more than three requests may be made for increases in Commitments pursuant to this Section 2.18; and (v) such increase shall be evidenced by an incremental commitment agreement in form and substance reasonably acceptable to the Administrative Agent and executed by the Borrower, the Administrative Agent, New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments ~~may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”)~~ and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date of such increase (the “Increase Effective Date”), . Each financial institution that becomes a New Lender pursuant to this Section by the execution and ~~(B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated~~ delivery to ~~reflect the same and (ii) the Borrower,~~ the Administrative Agent of the applicable incremental commitment agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and ~~the Lenders providing the Incremental Term~~ prepay Loans ~~shall agree to the amortization schedule in respect of such Incremental Terms Loans~~ on each Increase Effective Date (and pay any additional amounts required pursuant to Section ~~3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e~~3.05) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective DateSection. (cb) As a condition precedent to ~~such increase~~each increase pursuant to subsection (a) above, ~~(i) no Default shall exist, (ii)~~ the Borrower shall ~~(x)~~ deliver to the Administrative ~~Agent (1) a Joinder Agreement executed~~ Agent, to the extent requested by the ~~Borrower~~ Administrative Agent, the following in form and substance satisfactory to the ~~applicable Lender(s), and~~ Administrative Agent: (2i) a certificate dated as of the Increase Effective ~~Date (in sufficient copies for each Lender)~~ Date, signed by a Responsible Officer ~~(A) certifying and attaching the resolutions adopted by~~ of the Borrower ~~approving or consenting~~ certifying that each of the conditions to such ~~increase,~~ increase set forth in this Section shall have occurred and ~~(B) certifying~~ been complied with and that, before and after giving effect to such ~~increase~~ increase, (A) the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, and (B) no Default ~~exists~~ or Event of Default exists; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and each Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement and any Guarantors’ Consent to such increase agreement, and such documents and certifications as the Administrative Agent may require to evidence that the Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of organization; and (iii) ~~pursuant~~ a favorable opinion of independent legal counsel reasonably acceptable to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, ~~the Borrower, each Increasing Lender~~ in form and ~~each other Lender, as applicable, may make arrangements~~ substance reasonably satisfactory to the Administrative Agent, relating to such ~~parties~~ increase agreement and any Guarantors’ Consent to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any such increase ~~in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant~~ agreement, addressed to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12Administrative Agent and each Lender.

Appears in 1 contract

Sources: Credit Agreement (Energy Transfer Equity, L.P.)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative ~~Agent (~~Agent, which shall promptly ~~notify~~ deliver a copy thereof to each of the Lenders), at least ten (10) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5.0 million, the ~~Borrower may from time~~ requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to ~~time (but not more than five times), request~~ participate in the Commitment Increase must commit to an increase in the ~~aggregate~~ amount of ~~the Revolving Credit Commitments and/or the Term Loan~~ their respective Commitments (~~any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ the “~~Incremental Term Loan~~Commitment Date”)~~; provided~~ . Each Lender that ~~the aggregate amount of all increases~~ is willing in ~~the amount of the Aggregate Commitments pursuant~~ its sole discretion to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ participate in ~~the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such ~~increase~~ requested Commitment Increase (each an “Increasing Lender”) ~~and~~ shall give written notice to ~~become~~ the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders ~~pursuant~~ are willing to ~~a “Joinder Agreement”~~participate in the requested Commitment Increase. In addition, ~~substantially~~ the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in ~~form~~ any portion of ~~Exhibit K~~the requested Commitment Increase; provided, ~~pursuant to which~~ however, that the Commitment of each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ Eligible Assignee shall be in ~~a minimum~~ an amount of not less than $~~10,000,000~~ 1.0 million or ~~a higher~~ an integral multiple of $~~1,000,000~~1.0 million in excess thereof. ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall ~~constitute, or otherwise~~ be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be ~~automatically updated~~ amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount ~~offered~~ by which such Lender is willing to increase its Commitment), and (~~or, if applicable, allocated to~~z) ~~such Increasing~~ each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the ~~Aggregate Commitments~~ Administrative Agent pursuant to which it shall ~~be increased (~~undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment ~~Percentages adjusted) accordingly~~Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (div) ~~This Section 2.3~~ If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall ~~supersede any provisions~~ borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in ~~Section 3.8 or 10.1~~ accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to ~~the contrary~~each such Commitment Increase. (eb) ~~The parties hereto agree that~~Anything in this Section 2.22 to the contrary notwithstanding, ~~notwithstanding any other provision~~ no increase in the aggregate Commitments hereunder pursuant to this Section 2.22 shall be effective unless: (i) as of ~~this Agreement~~the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the ~~Borrower~~Administrative Agent of (A) customary legal opinions, ~~each Increasing Lender~~ board resolutions and ~~each~~ officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other ~~Lender~~than changes to such legal opinions resulting from a change in law, ~~as applicable, may make arrangements~~ change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such ~~parties to cause an~~ Increasing Lender ~~to temporarily hold risk participations in~~ or Additional Lender is provided with the ~~Revolving Loans~~ benefit of the ~~other Lenders~~ applicable Loan Documents; (~~rather than fund its~~ iii) after giving effect to such Commitment ~~Percentage~~ Increases, the aggregate principal amount of all ~~outstanding Revolving Loans concurrently~~ such Commitment Increases incurred since the Effective Date shall not exceed an amount equal to the sum of (A) $50.0 million plus (B) 100% of Consolidated Adjusted EBITDA for the most recently ended Reference Period, on a pro forma basis; and (iv) after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the ~~applicable increase) with a view toward minimizing breakage costs~~ Financial Covenants for the most recently ended Reference Period and ~~transfers of funds in connection with any increase in~~ the ~~Aggregate Commitments. The~~ Borrower ~~acknowledges that if (despite any arrangements established pursuant~~ shall have delivered to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then Administrative Agent reasonably detailed calculations demonstrating such ~~prepayment or conversion shall be subject to the provisions of Section 3.12~~compliance.

Appears in 1 contract

Sources: Credit Agreement (Flywire Corp)

Increase of Commitments. ~~(a) Upon notice~~ With the prior consent of the Agent, such consent not to ~~the Administrative Agent (which shall promptly notify the Lenders)~~be unreasonably withheld, conditioned or delayed, the Borrower ~~may~~ shall have the right at any time and from time to time to request increases in the aggregate amount of the Commitments (~~but~~ provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than ~~five times~~4 requests for increases in the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date)~~, request an~~ . In connection with any increase in the aggregate amount of the ~~Revolving Credit~~ Commitments ~~and/or the Term Loan Commitments (any Term Loan made~~ pursuant to this ~~Section 2.3(a)~~subsection, ~~hereafter referred to~~ (a) any Lender becoming a party hereto shall execute such documents and agreements as ~~an “Incremental Term Loan”); provided~~ the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 5 Business Days of the effectiveness of the applicable increase in the aggregate amount of all increases in the amount of the Aggregate Commitments pursuant to this Section 2.3 shall not exceed $250,000,000. Such increase in the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which such Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunderCommitments. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Corporate Office Properties Trust)

Increase of Commitments. ~~(a) Upon~~ The Borrower may, by written notice to the Administrative Agent on up to four (~~which shall promptly notify~~ 4) occasions during the ~~Lenders),~~ period from the ~~Borrower may from time~~ Closing Date to ~~time (but not more than five times)~~the third anniversary of the Closing Date, request incremental Commitments in an ~~increase in~~ amount not to exceed the aggregate amount of $100,000,000.00 from one or more additional Lenders (which may include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount assistance of the ~~Aggregate Commitments pursuant~~ Borrower, to ~~this Section 2.3 shall not exceed $250,000,000~~arrange a syndicate of Lenders willing to hold the requested incremental Commitments. ~~Such increase in the Aggregate Commitments may be provided by the~~ If Lenders ~~or Eligible Assignees designated by the Borrower that~~ are willing to provide such additional Commitments, the Aggregate Commitment may be increased from time to time by the addition of a new Lender(s) or the increase (of the Commitment of an ~~“Increasing Lender”~~existing Lender(s) with the consent of only the Borrower, the Administrative Agent, and ~~to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which~~ the new or existing Lender(s) providing such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of~~ additional Commitment so long as the Aggregate Commitment does not exceed $~~10,000,000 or a higher integral multiple of $1,000,000~~600,000,000. Nothing ~~contained herein~~ in this Section 2.1(c) shall ~~constitute,~~ constitute or ~~otherwise~~ be deemed to ~~be, a commitment on the part of~~ constitute an agreement by any Lender to increase its ~~Revolving Credit Commitment or Term Loan~~ Commitment hereunder~~. (b) If~~ . Any such increase in the Aggregate ~~Commitments are increased~~ Commitment shall be conditioned upon the contemporaneous addition of Potential Properties as Subject Properties in accordance with ~~this~~ Section ~~2.3, (i)~~ 2A.2 to effect compliance with all financial covenants set forth in Section 6.18 immediately following the ~~Administrative Agent~~ increase of the Aggregate Commitment and upon satisfaction of the ~~Borrower~~ requirements for additional Borrowings pursuant to Section 2.9. Such increases shall ~~determine (A)~~ be evidenced by the ~~effective date (~~execution and delivery of an Amendment Regarding Increase in the ~~“Increase Effective Date”), and (B) the final allocation~~ form of ~~such increase and Schedule I~~ Exhibit K attached hereto ~~shall be automatically updated to reflect the same and (ii)~~ by the Borrower, the Administrative Agent and the ~~Lenders~~ new Lender or existing Lender providing such additional Commitment (the ~~Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e~~“Increase Notice”), ~~and as provided in Section 3.2(e), are hereby authorized~~ a copy of which shall be forwarded to ~~attach Schedule 3.2(e) to this Agreement; provided, that~~ each Lender by the ~~weighted average life to maturity~~ Administrative Agent promptly after execution thereof. The amount of the ~~Incremental Term Loans~~ requested increase shall ~~not~~ be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and set forth in the Increase ~~Effective Date. (c) As a condition precedent to such increase~~Notice. Notwithstanding the foregoing, (i) no ~~Default shall exist~~increase in the Aggregate Commitment may occur after the date which is thirty-six (36) months following the Agreement Execution Date, and (ii) each such increase shall not be less than $25,000,000. On the ~~Borrower shall (x) deliver to~~ effective date of each such increase in the ~~Administrative Agent (1) a Joinder Agreement executed by~~ Aggregate Commitment, the Borrower and the ~~applicable Lender(s)~~Administrative Agent shall cause the new or existing Lenders providing such increase to hold its or their Percentage of all ratable Borrowings outstanding at the close of business on such day, by either funding more than its or their Percentage of new ratable Borrowings made on such date or purchasing shares of outstanding ratable Loans held by the other Lenders or a combination thereof. The Lenders agree to cooperate in any required sale and ~~(2) a certificate dated as~~ purchase of outstanding ratable Borrowings to achieve such result. Borrower agrees to pay all fees associated with the increase in the Aggregate Commitment including any amounts due under Section 3.4 in connection with any reallocation of Fixed Rate Borrowings. Additionally, each such Commitment increase shall be further conditioned upon satisfaction of the following: (a) On the date such Increase ~~Effective Date~~ Notice is given and on the date such increase becomes effective, both immediately before and after the Aggregate Commitment is increased, there shall exist no Default or Unmatured Default; and (~~in sufficient copies for each Lender~~b) ~~signed by a Responsible Officer (A) certifying~~ The representations and ~~attaching the resolutions adopted~~ warranties made by the Borrower ~~approving~~ in the Loan Documents or ~~consenting~~ otherwise made by or on behalf of the Borrower in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date of such Increase Notice and on the date the Aggregate Commitment is increased, both immediately before and after the Aggregate Commitment is increased, except to the extent any such ~~increase~~representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct on and as of such earlier date; and (c) The Borrower shall also execute and deliver to Administrative Agent and the Lenders such additional documents, instruments, certifications and opinions as the Administrative Agent may require in its reasonable discretion, including, without limitation, replacement Notes, any amendments to the Loan Documents as Administrative Agent may reasonably deem necessary or appropriate, and ~~(B) certifying that, before~~ a Compliance Certificate demonstrating compliance with the covenants set forth in Section 6.18 and representations and warranties set forth in the Loan Documents after giving effect to ~~such increase no Default exists~~ the increase, and ~~(iii) pursuant to~~ the ~~terms of the Fee Letter,~~ Borrower shall upon demand pay the ~~fees to the applicable Persons. On the applicable Increase Effective Date~~cost of any updated UCC searches, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all ~~outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage~~ recording costs and ~~transfers of funds~~ fees, and any and all intangible taxes or other documentary or transfer taxes, assessments or charges or any similar fees, taxes or expenses which are demanded in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such ~~prepayment or conversion shall be subject to the provisions of Section 3.12~~increase.

Appears in 1 contract

Sources: Secured Term Loan Agreement (Developers Diversified Realty Corp)

Increase of Commitments. (a) Upon notice to the ~~Administrative~~ Agent (~~which~~ who shall promptly notify the Lenders), the Borrower ~~may~~ may, from time to time prior to the day which is the fifty-four (~~but not more than five times)~~54) month anniversary of the Closing Date, request an increase in the Aggregate Commitments up to an aggregate ~~amount~~ of $500,000,000; provided that, in the ~~Revolving Credit~~ event the Borrower has reduced the Aggregate Commitments ~~and/or the Term Loan Commitments (any Term Loan made~~ pursuant to ~~this~~ Section ~~2.3(a)~~2.5, ~~hereafter referred to as an “Incremental Term Loan”); provided that~~ the aggregate amount of ~~all~~ increases in ~~the amount of~~ the Aggregate Commitments pursuant to this Section ~~2.3~~ 2.6 shall not exceed $~~250,000,000. Such~~ 200,000,000; provided further that any increase in the Aggregate Commitments pursuant to this Section 2.6 shall not increase the Alternative Currency Sublimit. At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Agent as to whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to or less than its Commitment Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may ~~be provided by the Lenders~~ also (i) request that one or more other Lenders, in their sole and absolute discretion, nonratably increase their Commitment(s) and/or (ii) invite additional Eligible Assignees ~~designated by the Borrower that are willing to provide such increase (an “Increasing Lender”) and~~ to become Lenders ~~pursuant to a “Joinder Agreement”, substantially in form~~ under the terms of ~~Exhibit K, pursuant to which such Increasing Lender shall become a party to~~ this Agreement; provided that any such increases shall be in a minimum amount of $10,000,000 or a higher integral multiple of $1,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If ~~the Aggregate~~ any Commitments are increased in accordance with this ~~Section 2.3~~Section, ~~(i)~~ the ~~Administrative~~ Agent and the Borrower shall determine ~~(A)~~ the effective date of such increase (the “Increase Effective Date”)~~, and (B) the final allocation of such increase and Schedule I attached hereto shall be automatically updated to reflect the same and (ii) the Borrower, the Administrative~~ . The Agent and the ~~Lenders providing the Incremental Term Loans~~ Borrower shall ~~agree~~ promptly confirm in writing to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date~~. (c)~~ . As a condition precedent to such increase, ~~(i) no Default shall exist, (ii)~~ the Borrower shall ~~(x)~~ deliver to the ~~Administrative~~ Agent ~~(1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2)~~ a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (Ai) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or consenting to such increase, (ii) including a Compliance Certificate demonstrating pro forma compliance with Article 12 after giving effect to such increase and (Biii) certifying ~~that,~~ that before and after giving effect to such ~~increase~~ increase, the representations and warranties contained in Article 9 are true and correct on and as of the Increase Effective Date and no Default ~~exists and~~ exists. If requested by the applicable Lenders (~~iii) pursuant to~~ through the ~~terms~~ Agent), the Borrower shall deliver new or amended Notes reflecting the new or increased Commitment of each new or affected Lender as of the ~~Fee Letter, pay the fees to the applicable Persons. On the applicable~~ Increase Effective Date, . The Borrower shall prepay any Libor Loans outstanding on the ~~Revolving Credit~~ Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to Section 6.5) to the extent necessary to keep outstanding Loans ratable with any revised Commitment ~~and/or the Term Loan Commitment, as the case may be, of each Increasing Lender shall be increased by the amount offered by (or, if applicable, allocated to) such Increasing Lender and~~ Percentages arising from any nonratable increase in the Aggregate Commitments ~~shall be increased (and the Commitment Percentages adjusted) accordingly~~under this Section. (dc) This Section ~~2.3~~ shall supersede any ~~provisions~~ provision in Section ~~3.8 or 10.1~~ 15.10 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders (rather than fund its Commitment Percentage of all outstanding Revolving Loans concurrently with the applicable increase) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of Section 3.12.

Appears in 1 contract

Sources: Credit Agreement (Williams Sonoma Inc)

Increase of Commitments. (a) ~~Upon notice~~ The Borrower shall have the right at any time after the Effective Date to request that the aggregate Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative ~~Agent (~~Agent, which shall promptly ~~notify~~ deliver a copy thereof to each of the Lenders), at least ten Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the Commitments are to be increased, which shall be at least $5 million, the ~~Borrower may from time~~ requested date of increase (the “Requested Increase Date”) and the date by which the Lenders wishing to ~~time (but not more than five times), request~~ participate in the Commitment Increase must commit to an increase in the ~~aggregate~~ amount of their respective Commitment (the ~~Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an~~ “~~Incremental Term Loan~~Commitment Date”)~~; provided~~ . Each Lender that ~~the aggregate amount of all increases~~ is willing in ~~the amount of the Aggregate Commitments pursuant~~ its sole discretion to ~~this Section 2.3 shall not exceed $250,000,000. Such increase~~ participate in ~~the Aggregate Commitments may be provided by the Lenders or Eligible Assignees designated by the Borrower that are willing to provide~~ such ~~increase~~ requested Commitment Increase (each an “Increasing Lender”) ~~and~~ shall give written notice to ~~become~~ the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (ii) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders ~~pursuant~~ are willing to ~~a “Joinder Agreement”~~participate in the requested Commitment Increase. In addition, ~~substantially~~ the Borrower may extend offers to one or more Eligible Assignees, each of which must be reasonably satisfactory to the Administrative Agent, (such consent not to be unreasonably withheld) to participate in ~~form~~ any portion of ~~Exhibit K~~the requested Commitment Increase; provided, ~~pursuant to which~~ however, that the Commitment of each such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases~~ Eligible Assignee shall be in ~~a minimum~~ an amount of not less than $~~10,000,000~~ 1 million or ~~a higher~~ an integral multiple of $~~1,000,000~~1 million in excess thereof. ~~Nothing contained~~ Any such Eligible Assignee that agrees to acquire a Commitment pursuant hereto is herein called an “Additional Lender”. (iii) Effective on the Requested Increase Date, subject to the terms and conditions hereof, (x) the Commitment Schedule shall ~~constitute, or otherwise~~ be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment or Term Loan Commitment hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.3, (i) the Administrative Agent and the Borrower shall determine (A) the effective date (the “Increase Effective Date”), and (B) the final allocation of such increase and Schedule I attached hereto shall be ~~automatically updated~~ amended to reflect the ~~same and~~ increases contemplated hereby, (iiy) the Borrower, the Administrative Agent and the Lenders providing the Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e), and as provided in Section 3.2(e), are hereby authorized to attach Schedule 3.2(e) to this Agreement; provided, that the weighted average life to maturity of the Incremental Term Loans shall not be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and the Increase Effective Date. (c) As a condition precedent to such increase, (i) no Default shall exist, (ii) the Borrower shall (x) deliver to the Administrative Agent (1) a Joinder Agreement executed by the Borrower and the applicable Lender(s), and (2) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase no Default exists and (iii) pursuant to the terms of the Fee Letter, pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment ~~and/or the Term Loan Commitment, as the case may be,~~ of each Increasing Lender shall be increased by an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount ~~offered~~ by which such Lender is willing to increase its Commitment), and (~~or, if applicable, allocated to~~z) ~~such Increasing~~ each Additional Lender shall enter into an agreement in form and substance reasonably satisfactory to the Borrower and the ~~Aggregate Commitments~~ Administrative Agent pursuant to which it shall ~~be increased (~~undertake, as of such Requested Increase Date, a new Commitment in an amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount by which such Lender is willing to participate in the requested Commitment ~~Percentages adjusted) accordingly~~Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this Agreement. (div) ~~This Section 2.3~~ If on the Requested Increase Date there are any Loans outstanding hereunder, the Borrower shall ~~supersede any provisions~~ borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in ~~Section 3.8 or 10.1~~ accordance with their respective Commitments. On and after each Requested Increase Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be calculated after giving effect to ~~the contrary~~each such Commitment Increase. (eb) ~~The parties hereto agree that~~Anything in this Section 2.22 to the contrary notwithstanding, ~~notwithstanding any other provision~~ no increase in the aggregate Commitments hereunder pursuant to this Section 2.22 shall be effective unless: (i) as of ~~this Agreement~~the date of the relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the condition set forth in Section 4.02(a) shall be required to be satisfied; (ii) to the extent reasonably requested by the Administrative Agent, receipt by the ~~Borrower~~Administrative Agent of (A) customary legal opinions, ~~each Increasing Lender~~ board resolutions and ~~each~~ officers’ certificates consistent with the documentation delivered on the Effective Date (conformed as appropriate) other ~~Lender~~than changes to such legal opinions resulting from a change in law, ~~as applicable, may make arrangements~~ change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) any reaffirmation or similar documentation as reasonably requested by the Administrative Agent in order to ensure that such ~~parties to cause an~~ Increasing Lender ~~to temporarily hold risk participations in~~ or Additional Lender is provided with the ~~Revolving Loans~~ benefit of the ~~other Lenders~~ applicable Loan Documents; (~~rather than fund its~~ iii) after giving effect to such Commitment ~~Percentage~~ Increases, the aggregate principal amount of all ~~outstanding Revolving Loans concurrently~~ such Commitment Increases incurred since the Effective Date shall not exceed $200 million; and (iv) after giving effect to any such Commitment Increase, the Borrower shall be in pro forma compliance with the ~~applicable increase~~Financial Covenant for the most recently ended Reference Period for which financial statements have been (or were required to be) with a view toward minimizing breakage costs and transfers of funds in connection with any increase in the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant delivered to the ~~foregoing sentence), as a result of a non-pro-rata increase in~~ Administrative Agent and the ~~Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion~~ Borrower shall ~~be subject~~ have delivered to the ~~provisions of Section 3.12~~Administrative Agent reasonably detailed calculations demonstrating such compliance.

Appears in 1 contract

Sources: Credit Agreement (Etsy Inc)

Increase of Commitments. ~~(a) Upon~~ The Borrower may, by written notice to the Administrative Agent on up to four (~~which shall promptly notify~~ 4) occasions during the ~~Lenders)~~period from the Agreement Execution Date to January 17, ~~the Borrower may from time to time (but not more than five times)~~2016, request incremental Commitments in an ~~increase in~~ amount not to exceed the aggregate amount of $100,000,000.00 from one or more additional Lenders (which may include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the Revolving Credit Commitments and/or the Term Loan Commitments (any Term Loan made pursuant to this Section 2.3(a), hereafter referred to as an “Incremental Term Loan”); provided that the aggregate amount of all increases in the amount assistance of the ~~Aggregate Commitments pursuant~~ Borrower, to ~~this Section 2.3 shall not exceed $250,000,000~~arrange a syndicate of Lenders willing to hold the requested incremental Commitments. ~~Such increase in the Aggregate Commitments may be provided by the~~ If Lenders ~~or Eligible Assignees designated by the Borrower that~~ are willing to provide such additional Commitments, the Aggregate Commitment may be increased from time to time by the addition of a new Lender(s) or the increase (of the Commitment of an ~~“Increasing Lender”~~existing Lender(s) with the consent of only the Borrower, the Administrative Agent, and ~~to become Lenders pursuant to a “Joinder Agreement”, substantially in form of Exhibit K, pursuant to which~~ the new or existing Lender(s) providing such ~~Increasing Lender shall become a party to this Agreement; provided that any such increases shall be in a minimum amount of~~ additional Commitment so long as the Aggregate Commitment does not exceed $~~10,000,000 or a higher integral multiple of $1,000,000~~300,000,000. Nothing ~~contained herein~~ in this Section 2.1(c) shall ~~constitute,~~ constitute or ~~otherwise~~ be deemed to ~~be, a commitment on the part of~~ constitute an agreement by any Lender to increase its ~~Revolving Credit Commitment or Term Loan~~ Commitment hereunder~~. (b) If~~ . Any such increase in the Aggregate ~~Commitments are increased~~ Commitment shall be conditioned upon the contemporaneous addition of Potential Properties as Subject Properties in accordance with ~~this~~ Section ~~2.3, (i)~~ 2A.2 to effect compliance with all financial covenants set forth in Section 6.18 immediately following the ~~Administrative Agent~~ increase of the Aggregate Commitment and upon satisfaction of the ~~Borrower~~ requirements for additional Borrowings pursuant to Section 2.9. Such increases shall ~~determine (A)~~ be evidenced by the ~~effective date (~~execution and delivery of an Amendment Regarding Increase in the ~~“Increase Effective Date”), and (B) the final allocation~~ form of ~~such increase and Schedule I~~ Exhibit K attached hereto ~~shall be automatically updated to reflect the same and (ii)~~ by the Borrower, the Administrative Agent and the ~~Lenders~~ new Lender or existing Lender providing such additional Commitment (the ~~Incremental Term Loans shall agree to the amortization schedule in respect of such Incremental Terms Loans pursuant to Section 3.2(e~~“Increase Notice”), ~~and as provided in Section 3.2(e), are hereby authorized~~ a copy of which shall be forwarded to ~~attach Schedule 3.2(e) to this Agreement; provided, that~~ each Lender by the ~~weighted average life to maturity~~ Administrative Agent promptly after execution thereof. The amount of the ~~Incremental Term Loans~~ requested increase shall ~~not~~ be shorter than the existing weighted average life to maturity of the Initial Term Loans at such time. The Administrative Agent shall promptly notify the Lenders of the final allocation of such increase and set forth in the Increase ~~Effective Date. (c) As a condition precedent to such increase~~Notice. Notwithstanding the foregoing, (i) no ~~Default shall exist~~increase in the Aggregate Commitment may occur after January 17, 2016, and (ii) each such increase shall not be less than $25,000,000. On the ~~Borrower shall (x) deliver to~~ effective date of each such increase in the ~~Administrative Agent (1) a Joinder Agreement executed by~~ Aggregate Commitment, the Borrower and the ~~applicable Lender(s), and (2) a certificate dated as of~~ Administrative Agent shall cause the ~~Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer (A) certifying and attaching the resolutions adopted by the Borrower approving~~ new or ~~consenting to such increase, and (B) certifying that, before and after giving effect to~~ existing Lenders providing such increase ~~no Default exists and (iii) pursuant~~ to hold its or their Percentage of all ratable Borrowings outstanding at the ~~terms~~ close of ~~the Fee Letter~~business on such day, ~~pay the fees to the applicable Persons. On the applicable Increase Effective Date, the Revolving Credit Commitment and/or the Term Loan Commitment, as the case may be,~~ by either funding more than its or their Percentage of ~~each Increasing Lender shall be increased~~ new ratable Borrowings made on such date or purchasing shares of outstanding ratable Loans held by the amount offered by (or, if applicable, allocated to) such Increasing Lender and the Aggregate Commitments shall be increased (and the Commitment Percentages adjusted) accordingly. (d) This Section 2.3 shall supersede any provisions in Section 3.8 or 10.1 to the contrary. (e) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Administrative Agent, the Borrower, each Increasing Lender and each other Lender, as applicable, may make arrangements reasonably satisfactory to such parties to cause an Increasing Lender to temporarily hold risk participations in the Revolving Loans of the other Lenders ~~(rather than fund its Commitment Percentage~~ or a combination thereof. The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Borrowings to achieve such result. Borrower agrees to pay all ~~outstanding Revolving Loans concurrently~~ fees associated with the ~~applicable increase) with a view toward minimizing breakage costs and transfers of funds~~ increase in the Aggregate Commitment including any amounts due under Section 3.4 in connection with any ~~increase~~ reallocation of Fixed Rate Borrowings. 7. Section 2.9 of the Existing Loan Agreement is hereby deleted in its entirety and replaced with the Aggregate Commitments. The Borrower acknowledges that if (despite any arrangements established pursuant to the foregoing sentence), as a result of a non-pro-rata increase in the Aggregate Commitments, any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the last day of an Interest Period therefor, then such prepayment or conversion shall be subject to the provisions of following new Section ~~3.12.~~2.9:

Appears in 1 contract

Sources: Secured Term Loan Agreement (DDR Corp)

Common use of Increase of Commitments Clause in Contracts