Increase of Commitments. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may 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 $250,000,000 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 19% 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 Commitment, 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 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 Commitments shall not exceed $1,950,000,000. (g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitments.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Increase of Commitments. (a) At any time after the Closing DateIf no Default, provided that no Event of Default or Material Adverse Effect shall have occurred and be continuing, the Company Borrower may at any time and from time to time request an increase of the Total Commitment aggregate Commitments by notice thereof to the Agent in writing writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) (such notice, a “Commitment Increase Notice”); provided, in an amount not less than $25,000,000 nor more than $250,000,000 in the aggregate. The Agent will provide the Lenders with notice of however, that (i) each such Commitment Increase Notice. Such increase shall be allocated between at least $5,000,000, (ii) the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Acquisition Loan Commitment cumulative increase in Commitments pursuant to this Section 2.17 shall not exceed 19% $75,000,000 without the approval of the Total CommitmentMajority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority Banks. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender Bank the opportunity to subscribe for its pro rata share of each the increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased Commitment is not subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Noticesuch Banks, the Company Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a LenderBank (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender 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 increased Commitments pursuant to Section 5.18(bparagraph (b) or Section 5.18(c)(c) below, as applicable.
(b) Any additional bank or financial institution that the Company Borrower selects to offer participation in the increased Commitments, and that elects to Commitment shall become a party to this Agreement with the Company by executing and delivering to the Agent (a “New Lender”)an agreement, by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b)2.17(b) (a “New Bank Agreement”) setting forth its Commitment, whereupon such bank or financial institution (a “New Bank”) shall become a Lender Bank for all purposes and to the same extent as if originally a party hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , and the signature pages hereof shall be deemed to be amended to add the name of such New Bank and the definition of Commitment in Annex A of the Credit Agreement hereof shall be deemed amended to increase the aggregate Commitments of the Banks by the Commitment of such New Bank, provided that the Commitment of any such New Lender Bank 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 Commitment5,000,000.
(c) Any Lender Bank that accepts an offer to it by the Company Borrower to increase its Commitment pursuant to this Section 5.18 2.17 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), Agreement with the Company Borrower and the Agent. Upon delivery , whereupon such Bank shall be bound by and entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment in the Register and distribute a new Schedule 1.1
(a) reflecting the Commitment of such New Lender as so increased, and the Total Commitment, as increaseddefinition of Commitment in Annex A hereof shall be deemed to be amended to reflect such increase.
(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 Company Borrower and legal opinions of counsel to the Company Borrower 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 If any bank or financial institution becomes a New Lender Bank pursuant to Section 5.18(b2.17(b) or any LenderBank’s Commitment is increased pursuant to Section 5.18(c) 2.17(c), additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ 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 Bank 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 Bank and/or Lenders Banks 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 of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that .
(f) If on any such Re-Allocation Date there is an unpaid principal amount of Fixed Rate Loans or Prime Rate Loans, (i) any such Prime Rate Loans subject shall be reallocated immediately among the Banks (including any New Banks and any Banks that have executed a Commitment Increase Agreement) so that all Borrowing and Loans that are outstanding are pro rated based on each Bank’s Commitment, after giving effect to an Interest Periodthe Re-Allocation Date, and (ii) any such Fixed Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such all Loans will be paid thereon to the respective Lenders Banks holding such Loans same 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 Commitments shall not exceed $1,950,000,000.
(g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitments.
Appears in 1 contract
Sources: Credit Agreement (Kirby Corp)
Increase of Commitments. (a) At any time after the Closing DateIf no Default, provided that no Event of Default or Material Adverse Effect shall have occurred and be continuing, the Company Borrower may at any time and from time to time request an increase of the Total Commitment aggregate Commitments by notice thereof to the Agent in writing writing, in the amount of such proposed increase request, substantially in the form of Exhibit 2.17(a) (such notice, a “Commitment Increase Notice”); provided, in an amount not less than $25,000,000 nor more than $250,000,000 in the aggregate. The Agent will provide the Lenders with notice of however, that (i) each such Commitment Increase Notice. Such increase shall be allocated between at least $5,000,000, (ii) the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Acquisition Loan Commitment cumulative increase in Commitments pursuant to this Section 2.17 shall not exceed 19% $75,000,000 without the approval of the Total CommitmentMajority Banks, (iii) the Commitment of any Bank may not be increased without such Bank’s consent, and (iv) the aggregate amount of the Banks’ Commitments shall not exceed $325,000,000 without the approval of the Majority Banks. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender Bank the opportunity to subscribe for its pro rata share of each the increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased Commitment is not subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Noticesuch Banks, the Company Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a LenderBank (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender 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 increased Commitments pursuant to Section 5.18(bparagraph (b) or Section 5.18(c)(c) below, as applicable.
(b) Any additional bank or financial institution that the Company Borrower selects to offer participation in the increased Commitments, and that elects to Commitment shall become a party to this Agreement with the Company by executing and delivering to the Agent (a “New Lender”)an agreement, by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b)2.17(b) (a “New Bank Agreement”) setting forth its Commitment, whereupon such bank or financial institution (a “New Bank”) shall become a Lender Bank for all purposes and to the same extent as if originally a party hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , and the signature pages hereof shall be deemed to be amended to add the name of such New Bank and the definition of Commitment in Annex A hereof shall be deemed amended to increase the aggregate Commitments of the Banks by the Commitment of such New Bank, provided that the Commitment of any such New Lender Bank 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 Commitment5,000,000.
(c) Any Lender Bank that accepts an offer to it by the Company Borrower to increase its Commitment pursuant to this Section 5.18 2.17 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), Agreement with the Company Borrower and the Agent. Upon delivery , whereupon such Bank shall be bound by and entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment in the Register and distribute a new Schedule 1.1
(a) reflecting the Commitment of such New Lender as so increased, and the Total Commitment, as increaseddefinition of Commitment in Annex A hereof shall be deemed to be amended to reflect such increase.
(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 Company Borrower and legal opinions of counsel to the Company Borrower 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 If any bank or financial institution becomes a New Lender Bank pursuant to Section 5.18(b2.17(b) or any LenderBank’s Commitment is increased pursuant to Section 5.18(c) 2.17(c), additional Loans made on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ 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 Bank 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 Bank and/or Lenders Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Eurodollar 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 of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that .
(f) If on any such Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans or ABR Loans, (i) any such ABR Loans subject shall be reallocated immediately among the Banks (including any New Banks and any Banks that have executed a Commitment Increase Agreement) so that all Borrowing and Loans that are outstanding are pro rated based on each Bank’s Commitment, after giving effect to an Interest Periodthe Re-Allocation Date, and (ii) any such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such all Loans will be paid thereon to the respective Lenders Banks holding such Loans same 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 Commitments shall not exceed $1,950,000,000.
(g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitments.
Appears in 1 contract
Sources: Second Amended and Restated Credit Agreement (Kirby Corp)
Increase of Commitments. (a) At any time on or after the Third Amendment Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may 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 $250,000,000 400,000,000600,000,000 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 1940% 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 Company CompanyBorrowers and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Lender’s ▇▇▇▇▇ased Commitment in the Register and distribute a new Schedule 1.1
(a) reflecting the increased Commitment of such New 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 Commitments shall not exceed $1,950,000,0002,400,000,0003,000,000,000.
(g) The TheOn or following a Re-Allocation Date, the Company shall execute and deliver a Note or Notes to each eachany New Lender and replacement Notes to any Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitments, if requested by such Person.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Increase of Commitments. (a) At any time after the Closing Datedate hereof, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase of the Total Commitment 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 $250,000,000 100,000,000 in the aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment Commitments and Total Acquisition Revolving Credit Loan Commitment Commitments as requested by Borrower, provided, following any such increase, the Acquisition Revolving Credit Loan Commitment shall not exceed 19% 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 an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan a Revolving Credit Loan Commitment and the Total Acquisition Loan Commitmenton 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 CommitmentCommitments, 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 's Commitment is increased pursuant to Section 5.18(c) ), (the “"Re-Allocation Date”") shall be made pro rata based on the Lenders’ 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 Eurodollar Loans subject to an Interest Period 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 any Loans subject to an Interest PeriodEurodollar 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 Commitments shall not exceed $1,950,000,000900,000,000.
(g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ ' Commitments.
Appears in 1 contract
Sources: Revolving Credit Agreement (Asbury Automotive Group Inc)
Increase of Commitments. (a) At any time after the Closing Date, provided that no Default or Event of Default shall have occurred and be continuing, the Company Borrower may request an increase from time to time one or more increases of the Total Commitment Commitments by notice thereof to the Agent in writing of the amount of each such proposed increase (each such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $250,000,000 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 19% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender Bank the opportunity to subscribe for its pro rata share of the requested increase in the Commitments, and the Agent shall promptly provide to each increased CommitmentBank a copy of any Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Commitments must deliver written notice of such fact to the Agent. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased Commitment requested increase in the Commitments is not subscribed for by the Lenders Banks within fifteen (15) Business Days after the delivery of the Commitment Increase Noticesuch 10-day period, the Company Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a LenderBank (which consent shall not be unreasonably withheld or delayed so long as such Person is an Eligible Assignee), offer to any existing Lender 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 increased requested increase in the Commitments pursuant to Section 5.18(b2.4 (b) or Section 5.18(c)(c) below, as applicable.;
(b) Any additional bank or financial institution that the Company Borrower selects to offer a participation in the unsubscribed portion of the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (obtain a “New Lender”)Commitment, by the execution of shall execute an agreement (a “New Lender Bank Agreement”) substantially ), in the form of Exhibit 5.18(b)required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a “New Bank”) shall become a Lender Bank for all purposes and hereunder to the same extent as if originally a party hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , 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 Lender Bank 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.5,000,000;
(c) Any Lender Bank that accepts an offer by the Company Borrower to increase its Commitment pursuant to this Section 5.18 2.4 shall, in each case, execute an a commitment increase 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)required by the Agent, with the Company Borrower and the Agent. Upon delivery , whereupon such Bank shall be bound by and entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to reflect such increase in the Register and distribute a new Schedule 1.1
(a) reflecting the Commitment of such New Lender and the Total Commitment, as increased.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 Company Borrower and legal opinions of in-house counsel to the Company Borrower, if any, 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 If any bank or financial institution becomes a New Lender Bank pursuant to Section 5.18(b2.4(b) or if any LenderBank’s Commitment is increased pursuant to Section 5.18(c) 2.4(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 the Lenders’ each Bank’s (including each New Bank’s) respective Commitments Commitment in effect on or and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender 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 Lender Bank and/or Lenders Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Eurodollar Rate Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Loans on the last day of the Interest Rate Period applicable thereto and the making 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 is an unpaid principal amount of 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 subject to an Interest Periodoutstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Rate Periods (unless the Company 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 Lenders 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 5.182.4, (i) no Lender Bank shall have any obligation to increase its Commitment under this Section 2.4 unless it agrees in writing to do so in its sole discretion and discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to this Section 2.4, (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 5.182.4, the aggregate amount sum of the Commitments shall not exceed $1,950,000,000.500,000,000, and (vi) in the event the Borrower reduces the Commitments pursuant to Section 4.6 or any other provision of this Agreement more than one time during the term of this Agreement, the ability of the Borrower to request increases in the Commitments pursuant to this Section 2.4 shall automatically terminate; and
(g) The Company Borrower shall execute and deliver a Note or Notes to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement Bank) participating in any increase of the Commitments in the original principal amount of said Persons’ such Bank’s Commitment after giving effect to any such increase of the Commitments.
Appears in 1 contract
Increase of Commitments. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may 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 $250,000,000 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 19% the percentage of the Total CommitmentCommitment 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 CommitmentCommitments, 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 the Lenders’ 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 Commitments shall not exceed $1,950,000,0001,600,000,000.
(g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitments.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Increase of Commitments. (a) At any Upon notice to the Agent (who shall promptly notify the Lenders), the Borrower may, from time after to time prior to the day which is the fifty-four (54) month anniversary of the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase in the Aggregate Commitments up to an aggregate of $500,000,000; provided that, in the Total Commitment by notice thereof event the Borrower has reduced the Aggregate Commitments pursuant to Section 2.5, the Agent aggregate amount of increases in writing (the Aggregate Commitments pursuant to this Section 2.6 shall not exceed $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, a “Commitment Increase Notice”), the Borrower (in an amount not less than $25,000,000 nor more than $250,000,000 in the aggregate. The Agent will provide the Lenders consultation 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 19% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer ) shall specify the time period within which each Lender the opportunity is requested to subscribe for its pro rata share of each increased Commitmentrespond to such request. 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 Each Lender shall respond 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 such time period to the Agent as to any Person that is whether or not at 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 Lenderrequested increase, offer to any existing Lender or to the Borrower may 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 banks or financial institutions Eligible Assignees to become Lenders under the opportunity to participate in all or a portion terms of such unsubscribed portion of the increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicablethis Agreement.
(b) Any additional bank If any Commitments are increased in accordance with this Section, the Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”). The Agent and the Borrower shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower and each Guarantor approving or financial institution consenting to such increase, (ii) including a Compliance Certificate demonstrating pro forma compliance with Article 12 after giving effect to such increase and (iii) certifying that before and after giving effect to such increase, the Company selects representations and warranties contained in Article 9 are true and correct on and as of the Increase Effective Date and no Default exists. If requested by the applicable Lenders (through the Agent), the Borrower shall deliver new or amended Notes reflecting the new or increased Commitment of each new or affected Lender as of the Increase Effective Date. The Borrower shall prepay any Libor Loans outstanding on the Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to offer participation Section 6.5) to the extent necessary to keep outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the increased Commitments, and that elects to become a party to Aggregate Commitments under 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 CommitmentSection.
(c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this This Section 5.18 shall, shall supersede any provision 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 Section 15.10 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 Commitment, as increasedcontrary.
(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 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 Commitments shall not exceed $1,950,000,000.
(g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitments.
Appears in 1 contract
Increase of Commitments. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may 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 $250,000,000 300,000,000 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 1920% 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 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 Lender’s increased Commitment in the Register and distribute a new Schedule 1.1
(a) reflecting the increased Commitment of such New Lender and the Total Commitment, 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 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 Commitments shall not exceed $1,950,000,0002,100,000,000.
(g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitments.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Increase of Commitments. (a) At any time after the Closing Effective Date, provided that no Event of Default shall have occurred and be continuing, the Company Borrowers may request an increase of the Total Commitment aggregate Commitments by notice thereof to the Administrative Agent in writing of the amount (the "OFFERED INCREASE AMOUNT") of such proposed increase (such notice, a “Commitment Increase Notice”"COMMITMENT INCREASE NOTICE"), in an amount not less than $25,000,000 nor more than $250,000,000 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 19% 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 the increased CommitmentCommitments. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased Commitment Commitments is not subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase NoticeLenders, the Company Borrowers may, in its their sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a LenderLender (which consent shall not be unreasonably withheld), 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(bparagraph (b) or Section 5.18(c)(c) below, as applicable.
(b) Any additional bank or financial institution that the Company selects Borrowers select to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute a New Lender Agreement with the Company Borrowers and the Agent (a “New Lender”)Administrative Agent, by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(bE (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 hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , 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 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 CommitmentCdn.$5,000,000.
(c) Any Lender that accepts an offer to it by the Company Borrowers to increase its Commitment pursuant to this Section 5.18 2.20 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept a Commitment Increase Agreement with the benefits of, this Agreement Borrowers and the other Loan Documents (a “Commitment Increase Agreement”) Administrative Agent, substantially in the form of Exhibit 5.18(cF (a "COMMITMENT INCREASE AGREEMENT"), with the Company whereupon such Lender shall be bound by and the Agent. Upon delivery entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment in the Register as so increased, and distribute a new Schedule 1.1
(a) reflecting III hereof shall be deemed to be amended to so increase the Commitment of such New Lender and the Total Commitment, as increasedLender.
(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 Company Borrowers and legal opinions of counsel to the Company Borrowers as the Administrative Agent shall reasonably request with respect thereto, in each case case, in form and substance reasonably satisfactory to the Administrative Agent.
(e) Additional Loans made on or after the date that If any bank or financial institution becomes a New Lender pursuant to Section 5.18(b2.20(b) or any Lender’s 's Commitment is increased pursuant to Section 5.18(c) 2.20(c), additional Advances made on or after the effectiveness thereof (the “Re"RE-Allocation Date”ALLOCATION DATE") shall be made pro rata based on the Lenders’ respective Commitments Commitment Percentages in effect on or 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 Loans 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 any Loans subject to an Interest Period Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Loans Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Loans Eurodollar Rate Advances pro rata based on the respective Commitments in effect on and after such Re-Allocation Datenew 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 Loans subject to such Re-Allocation Date there is an Interest Periodunpaid principal amount of Eurodollar Rate Advances, such Loans Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Loans 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 based on the respective face amounts thereof.
(f) Notwithstanding anything to the contrary in this Section 5.182.20, (i) no increase pursuant to this Section 2.20 shall be effective without the consent of the Required Lenders, (ii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (iiiii) after giving effect to any increase in the aggregate amount by which the Commitments hereunder are increased pursuant to this Section 5.18, the aggregate amount of the Commitments 2.20 shall not exceed Cdn. [$1,950,000,000141,426,000].
(g) The Company Each Borrower shall execute and deliver a Note or Notes to each New new bank or other financial institution becoming a Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitmentsthat requests one.
Appears in 1 contract
Sources: Canadian Credit Agreement (Burlington Resources Inc)
Increase of Commitments. (a) At any time after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may 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 $250,000,000 300,000,000 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 1920% 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 respect
(a) reflecting the Total Floor Plan Loan Commitment of such New Lender and the Total Acquisition Loan 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 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 Lender’s increased Commitment in the Register and distribute a new Schedule 1.1
(a) reflecting the increased Commitment of such New Lender and the Total Commitment, 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 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 Commitments shall not exceed $1,950,000,0002,100,000,000.
(g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitments.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Increase of Commitments. (a) At any time after the Closing DateFebruary 7, 2000, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase from time to time one or more increases of the Total Aggregate Commitment by notice thereof to the Agent in writing of the amount of each such proposed increase (each such notice, a “"Commitment Increase Notice”"), in an amount not less than $25,000,000 nor more than $250,000,000 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 19% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer --------------------------- each Lender Bank the opportunity to subscribe for its pro rata share of the requested increase in the Aggregate Commitment, and the Agent shall promptly provide to each increased CommitmentBank a copy of any Commitment Increase Notice received by the Agent. Within 10 days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Aggregate Commitment must deliver written notice of such fact to the Agent. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased requested increase in the Aggregate Commitment is not subscribed for by the Lenders Banks within fifteen (15) Business Days after the delivery of the Commitment Increase Noticesuch 10-day period, 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 LenderBank (which consent shall not be unreasonably withheld or delayed so long as such Person is an Eligible Assignee), offer to any existing Lender 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 increased Commitments requested increase in the Aggregate Commitment pursuant to Section 5.18(b2.15 (b) ------------ or Section 5.18(c)(c) below, as applicable.;
(b) Any additional bank or financial institution that the Company selects to offer a participation in the unsubscribed portion of the increased CommitmentsAggregate Commitment, and that elects to become a party to this Agreement and obtain a Commitment, shall execute an agreement (a "New Bank Agreement"), in Proper Form, ------------------ with the Company and the Agent Agent, whereupon such bank or financial institution (a “"New Lender”), by the execution of an agreement (a “New Lender Agreement”Bank") substantially in the form of Exhibit 5.18(b), shall become a Lender Bank for all purposes and hereunder to the same extent as -------- if originally a party hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , and the signature pages hereof shall be deemed to add the name of such New Bank and Schedule IV attached hereto shall be deemed amended to ----------- add the name and Commitment of such New Bank, provided that the Commitment of any such New Lender Bank 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.5,000,000;
(c) Any Lender Bank that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 2.15 shall, in each case, execute an a ------------ commitment increase 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)Proper ----------------------------- Form, with the Company and the Agent. Upon delivery , whereupon such Bank shall be bound by and entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment as so increased, and Schedule IV attached hereto shall be deemed ------------ to be amended to reflect such increase in the Register and distribute a new Schedule 1.1
(a) reflecting the Commitment of such New Lender and the Total Commitment, as increased.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 Company and legal opinions of counsel to the Company Company, if any, as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent.Proper Form;
(e) Additional Loans made on or after the date that If any bank or financial institution becomes a New Lender Bank pursuant to Section 5.18(b2.15(b) or if any Lender’s Bank's Commitment is increased pursuant to Section 5.18(c) --------------- ------- 2.15(c), additional Loans and additional liability for the Letter of Credit ------- Exposure Amount made or incurred on or after the effectiveness thereof (the “Re-"Re- --- Allocation Date”") shall be made pro rata based on the Lenders’ each Bank's (including each --------------- New Bank's) respective Commitments Commitment Percentage in effect on or and after such Re-Re- Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender Bank making an aggregate principal amount of Loans and incurring liability for the Letter of Credit Exposure Amount in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender Bank and/or Lenders Banks with such increased Commitments to the extent of, and pro rata based on, their respective CommitmentsCommitment Percentages), and continuations of any Loans subject to an Interest Period LIBOR Rate Borrowings outstanding on such Re-Re- Allocation Date shall be effected by repayment of such Loans LIBOR Rate Borrowings on the last day of the LIBOR Interest Period applicable thereto and the making extension of new Loans LIBOR Rate Borrowings pro rata based on the Banks' respective Commitments Commitment Percentages 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 are Alternate Base Rate Borrowings outstanding, the Company shall make prepayments thereof and borrow new Alternate Base Rate Borrowings so that, after giving effect thereto, the Alternate Base Rate Borrowings outstanding are held pro rata based on the Banks' respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any Loans subject to an Interest Periodsuch Re-Allocation Date there are LIBOR Rate Borrowings outstanding, such Loans LIBOR Rate Borrowings shall remain outstanding with the respective holders thereof until the expiration of their respective LIBOR 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 LIBOR Rate Borrowings will be paid thereon to the respective Lenders Banks holding such Loans LIBOR Rate Borrowings pro rata based on the respective principal amounts thereof outstanding.;
(f) Notwithstanding anything to the contrary in this Section 5.182.15, (i) no Lender ------------ Bank shall have any obligation to increase its Commitment under this Section ------- 2.15 unless it agrees in writing to do so in its sole discretion and 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 Commitment pursuant to this Section 2.15, ------------ (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 Aggregate Commitment requested by the Company, (iv) each increase in the Aggregate Commitment requested by the Company shall not be less than $10,000,000, (v) after giving effect to any increase in the Commitments Aggregate Commitment pursuant to this Section 5.182.15, the aggregate amount of the Commitments Aggregate Commitment shall not exceed $1,950,000,000.200,000,000, and (vi) ------------ in the event of any reduction in the Aggregate Commitment pursuant to Section ------- 2.2 or any other provision of this Agreement, the ability of the Company to --- request increases in the Aggregate Commitment pursuant to this Section 2.15 ------------ shall automatically terminate; and
(g) The Company shall execute and deliver a Note or Notes to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Lender and replacement Notes to Lenders signing a Bank) participating in any increase of the Aggregate Commitment Increase Agreement in the original principal amount of said Persons’ Commitments.such Bank's Commitment after giving effect to any increase of the Aggregate Commitment. Conditions. -----------
Appears in 1 contract
Increase of Commitments. (a) At any time on or after the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may 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 $250,000,000 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 1950% 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 Company Borrowers and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its ▇▇▇▇▇▇’s increased Commitment in the Register and distribute a new Schedule 1.1
(a) reflecting the increased Commitment of such New 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 Commitments shall not exceed $1,950,000,0004,500,000,000.
(g) The On or following a Re-Allocation Date, the Company shall execute and deliver a Note or Notes to each any New Lender and replacement Notes to Lenders any Lender signing a Commitment Increase Agreement in the amount of said Persons’ Commitments, if requested by such Person.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Increase of Commitments. (a) At any time after the Closing Datetime, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase from time to time one or more increases of the Total Aggregate Commitment by notice thereof to the Agent in writing of the amount of each such proposed increase (each such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $250,000,000 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 19% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender Bank the opportunity to subscribe for its pro rata share of the requested increase in the Aggregate Commitment, and the Agent shall promptly provide to each increased CommitmentBank a copy of any Commitment Increase Notice received by the Agent. Within 10 days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Aggregate Commitment must deliver written notice of such fact to the Agent. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased requested increase in the Aggregate Commitment is not subscribed for by the Lenders Banks within fifteen (15) Business Days after the delivery of the Commitment Increase Noticesuch 10-day period, 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 LenderBank (which consent shall not be unreasonably withheld or delayed so long as such Person is an Eligible Assignee), offer to any existing Lender 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 increased Commitments requested increase in the Aggregate Commitment pursuant to Section 5.18(b2.15 (b) or Section 5.18(c)(c) below, as applicable.;
(b) Any additional bank or financial institution that the Company selects to offer a participation in the unsubscribed portion of the increased CommitmentsAggregate Commitment, and that elects to become a party to this Agreement with the Company and the Agent (obtain a “New Lender”)Commitment, by the execution of shall execute an agreement (a “New Lender Bank Agreement”) substantially in the form of Exhibit 5.18(b), in Proper Form, with the Company and the Agent, whereupon such bank or financial institution (a “New Bank”) shall become a Lender Bank for all purposes and hereunder to the same extent as if originally a party hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , and the signature pages hereof shall be deemed to add the name of such New Bank and Schedule IV attached hereto shall be deemed amended to add the name and Commitment of such New Bank, provided that the Commitment of any such New Lender Bank 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.5,000,000;
(c) Any Lender Bank that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 2.15 shall, in each case, execute an a commitment increase 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)Proper Form, with the Company and the Agent. Upon delivery , whereupon such Bank shall be bound by and entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment as so increased, and Schedule IV attached hereto shall be deemed to be amended to reflect such increase in the Register and distribute a new Schedule 1.1
(a) reflecting the Commitment of such New Lender and the Total Commitment, as increased.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 Company and legal opinions of counsel to the Company Company, if any, as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent.Proper Form;
(e) Additional Loans made on or after the date that If any bank or financial institution becomes a New Lender Bank pursuant to Section 5.18(b2.15(b) or if any LenderBank’s Commitment is increased pursuant to Section 5.18(c) 2.15(c), additional Loans and additional liability for the Letter of Credit Exposure Amount made or incurred on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ each Bank’s (including each New Bank’s) respective Commitments Commitment Percentage in effect on or and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender Bank making an aggregate principal amount of Loans and incurring liability for the Letter of Credit Exposure Amount in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender Bank and/or Lenders Banks with such increased Commitments to the extent of, and pro rata based on, their respective CommitmentsCommitment Percentages), and continuations of any Loans subject to an Interest Period LIBOR Rate Borrowings outstanding on such Re-Allocation Date shall be effected by repayment of such Loans LIBOR Rate Borrowings on the last day of the LIBOR Interest Period applicable thereto and the making extension of new Loans LIBOR Rate Borrowings pro rata based on the Banks’ respective Commitments Commitment Percentages 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 are Alternate Base Rate Borrowings outstanding, the Company shall make prepayments thereof and borrow new Alternate Base Rate Borrowings so that, after giving effect thereto, the Alternate Base Rate Borrowings outstanding are held pro rata based on the Banks’ respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any Loans subject to an Interest Periodsuch Re-Allocation Date there are LIBOR Rate Borrowings outstanding, such Loans LIBOR Rate Borrowings shall remain outstanding with the respective holders thereof until the expiration of their respective LIBOR 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 LIBOR Rate Borrowings will be paid thereon to the respective Lenders Banks holding such Loans LIBOR Rate Borrowings pro rata based on the respective principal amounts thereof outstanding.;
(f) Notwithstanding anything to the contrary in this Section 5.182.15, (i) no Lender Bank shall have any obligation to increase its Commitment under this Section 2.15 unless it agrees in writing to do so in its sole discretion and 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 Commitment pursuant to this Section 2.15, (iii) neither the Agent nor any Bank shall have any obligation to find or locate any New Bank to participate in any unsubscribed portion of any increase in the Aggregate Commitment requested by the Company, (iv) each increase in the Aggregate Commitment requested by the Company shall not be less than $10,000,000, (v) after giving effect to any increase in the Commitments Aggregate Commitment pursuant to this Section 5.182.15, the aggregate amount of the Commitments Aggregate Commitment shall not exceed $1,950,000,000.200,000,000, and (vi) in the event of any reduction in the Aggregate Commitment pursuant to Section 2.2 or any other provision of this Agreement, the ability of the Company to request increases in the Aggregate Commitment pursuant to this Section 2.15 shall automatically terminate; and
(g) The Company shall execute and deliver a Note or Notes to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Lender and replacement Notes to Lenders signing a Bank) participating in any increase of the Aggregate Commitment Increase Agreement in the original principal amount of said Persons’ Commitments.such Bank’s Commitment after giving effect to any increase of the Aggregate Commitment
Appears in 1 contract
Increase of Commitments. (a) At any time after the Closing Date, provided that no Default or Event of Default shall have occurred and be continuing, the Company Borrower may request an increase from time to time one or more increases of the Total Commitment Commitments by notice thereof to the Agent in writing of the amount of each such proposed increase (each such notice, a “Commitment Increase Notice”"COMMITMENT INCREASE NOTICE"), in an amount not less than $25,000,000 nor more than $250,000,000 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 19% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender Bank the opportunity to subscribe for its pro rata share of the requested increase in the Commitments, and the Agent shall promptly provide to each increased CommitmentBank a copy of any Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Commitments must deliver written notice of such fact to the Agent. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased Commitment requested increase in the Commitments is not subscribed for by the Lenders Banks within fifteen (15) Business Days after the delivery of the Commitment Increase Noticesuch 10-day period, the Company Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a LenderBank (which consent shall not be unreasonably withheld or delayed so long as such Person is an Eligible Assignee), offer to any existing Lender 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 increased requested increase in the Commitments pursuant to Section 5.18(b2.5 (b) or Section 5.18(c)(c) below, as applicable.;
(b) Any additional bank or financial institution that the Company Borrower selects to offer a participation in the unsubscribed portion of the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (obtain a “New Lender”)Commitment, by the execution of shall execute an agreement (a “New Lender Agreement”) substantially "NEW BANK AGREEMENT"), in the form of Exhibit 5.18(b)required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a "NEW BANK") shall become a Lender Bank for all purposes and hereunder to the same extent as if originally a party hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , 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 Lender Bank 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.5,000,000;
(c) Any Lender Bank that accepts an offer by the Company Borrower to increase its Commitment pursuant to this Section 5.18 2.5 shall, in each case, execute an a commitment increase 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 "COMMITMENT INCREASE AGREEMENT"), in the form of Exhibit 5.18(c)required by the Agent, with the Company Borrower and the Agent. Upon delivery , whereupon such Bank shall be bound by and entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to reflect such increase in the Register and distribute a new Schedule 1.1
(a) reflecting the Commitment of such New Lender and the Total Commitment, as increased.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 Company Borrower and legal opinions of in-house counsel to the Company Borrower, if any, 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 If any bank or financial institution becomes a New Lender Bank pursuant to Section 5.18(b2.5(b) or if any Lender’s Bank's Commitment is increased pursuant to Section 5.18(c) 2.5(c), additional Loans and additional liability for Facility Letters of Credit made or issued on or after the effectiveness thereof (the “Re"RE-Allocation Date”ALLOCATION DATE") shall be made pro rata based on the Lenders’ each Bank's (including each New Bank's) respective Commitments Commitment in effect on or and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender 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 Lender Bank and/or Lenders Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Eurodollar Rate Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Loans on the last day of the Interest Rate Period applicable thereto and the making 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 is an unpaid principal amount of 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 subject to an Interest Periodoutstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Rate Periods (unless the Company 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 Lenders 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 5.182.5, (i) no Lender Bank shall have any obligation to increase its Commitment under this Section 2.5 unless it agrees in writing to do so in its sole discretion and discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to this Section 2.5, (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 5.182.5, the aggregate amount sum of the Commitments and the aggregate commitments of the lenders under the Short-Term Credit Facility shall not exceed $1,950,000,000.250,000,000, and (vi) in the event the Borrower reduces the Commitments pursuant to Section 4.6 or any other provision of this Agreement more than one time during the term of this Agreement, the ability of the Borrower to request increases in the Commitments pursuant to this Section 2.5 shall automatically terminate; and
(g) The Company Borrower shall execute and deliver a Note or Notes to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement Bank) participating in any increase of the Commitments in the original principal amount of said Persons’ such Bank's Commitment after giving effect to any such increase of the Commitments.
Appears in 1 contract
Increase of Commitments. (ai) At any time after prior to the Closing Facility Termination Date, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase that the Aggregate Commitment be increased; provided that (a) the Aggregate Commitment shall at no time exceed $450,000,000 minus the aggregate amount of all reductions in the Total Aggregate Commitment by previously made pursuant to Section 2.6.2; and (b) each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof. Such request shall be made in a written notice thereof given to the Administrative Agent in writing and the Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such noticeincrease, which notice (a “Commitment Increase Notice”), in an ) shall specify the amount not less than $25,000,000 nor more than $250,000,000 of the proposed increase 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 19% 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 Aggregate 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 proposed effective date of such New Lender and the Total Commitment, 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 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 Dateincrease. 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 No Lender shall have any obligation to increase its Commitment unless 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 and Proposed New Lender (as defined below) shall submit to the Administrative Agent a notice indicating the maximum amount by which it agrees is willing to do so increase its existing Commitment or provide a new 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 sole discretion Commitment. 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 addition, not later than the date the Commitment Increase Notice is delivered by the Company, 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 the portion of the proposed increase to be allocated to such financial institution. Any Proposed New Lender shall be consented to by the Administrative Agent and each LC Issuer (which consent shall not be unreasonably withheld). 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 Company and 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 (iiE) after giving effect the Company, 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 Commitments pursuant 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 Section 5.18Agreement 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 aggregate amount part of the Commitments shall not exceed $1,950,000,000any Lender to increase its Commitment hereunder at any time.
(gii) The Company For purposes of this clause (ii), (A) the term “Buying Lender(s)” shall execute mean (1) each Lender the Effective Commitment Amount of which is greater than its Commitment prior to the effective date of any increase in the Aggregate Commitment, and deliver a Note or Notes (2) each Proposed New Lender that is allocated an Effective Commitment Amount in connection with any Commitment Increase Notice and (B) the term “Selling Lender(s)” shall mean each Lender whose Commitment is not being increased from that in effect prior to such increase in the Aggregate Commitment. Effective on the effective date of any increase in the Aggregate Commitment pursuant to clause (i) above, each Selling Lender hereby sells, grants, assigns and conveys to each New Lender 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 replacement Notes interest in and to Lenders signing a Commitment Increase Agreement its outstanding Credit Extensions in the respective Dollar Amounts and percentages necessary so that, from and after such sale, each such Selling Lender's outstanding Credit Extensions shall equal such Selling Lender's Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Credit Extensions. Effective on the effective date of the increase in the Aggregate 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 Credit Extensions purchased hereby shall equal the respective Dollar Amount necessary so that, from and after such payments, each Buying Lender's outstanding Credit Extensions shall equal such Buying Lender's Pro Rata Share (calculated based upon the Effective Commitment Amounts) of the outstanding Credit Extensions. Such amount shall be payable on the effective date of said Persons’ Commitmentsthe 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 Credit Extensions being sold and assigned hereby for its own account and has not sold, transferred or encumbered any or all of its interest in such Credit Extensions, except for participations which will be extinguished upon payment to Selling Lender of an amount equal to the portion of the outstanding Credit Extensions 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 explicit or 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 connection with the sale and assignment of any Loan hereunder on the terms and in the manner as set forth in Section 3.4.
Appears in 1 contract
Sources: Credit Agreement (Acuity Brands Inc)
Increase of Commitments. (a) At any time on or after the Third Amendment Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may 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 $250,000,000 600,000,000 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 1940% 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 Company Borrowers and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its ▇▇▇▇▇▇’s increased Commitment in the Register and distribute a new Schedule 1.1
(a) reflecting the increased Commitment of such New 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 Commitments shall not exceed $1,950,000,0003,000,000,000.
(g) The On or following a Re-Allocation Date, the Company shall execute and deliver a Note or Notes to each any New Lender and replacement Notes to Lenders any Lender signing a Commitment Increase Agreement in the amount of said Persons’ Commitments, if requested by such Person.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Increase of Commitments. (a) At any Upon notice to the Agent (who shall promptly notify the Lenders), the Borrower may, from time after to time prior to the day which is the fifty-four (54) month anniversary of the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase in the aggregate Commitments up to an aggregate of the Total Commitment by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”)$400,000,000; provided that, in an amount not less than $25,000,000 nor more than $250,000,000 in the aggregate. The Agent will provide event the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between Borrower has reduced 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 19% 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 Agreements2.5, 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.
(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 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 Commitments 2.6 shall not exceed $1,950,000,000100,000,000. 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 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 to become Lenders under the terms of this Agreement.
(gb) If any Commitments are increased in accordance with this Section, the Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”). The Company Agent and the Borrower shall execute promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a Note certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) 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 Section 12.1 after giving effect to such increase and (iii) certifying that before and after giving effect to such 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. The Borrower shall deliver new or amended Notes reflecting the new or increased Commitment of each new or affected Lender as of the Increase Effective Date. The Borrower shall prepay any Libor Balances outstanding on the Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to each New Lender and replacement Notes Section 6.5) to Lenders signing a the extent necessary to keep outstanding Balances ratable with any revised Commitment Increase Agreement Percentages arising from any nonratable increase in the amount of said Persons’ CommitmentsCommitments under this Section.
(c) This Section shall supersede any provision in Section 15.10 to the contrary.
Appears in 1 contract
Increase of Commitments. (a) At any time after the Closing Date, provided that If no Default or Event of Default shall have occurred and be continuingcontinuing 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 Company Borrowers may at any time from time to time prior to the Maturity Date request an increase one or more increases of the Total Commitment Revolving Commitments by notice thereof to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $250,000,000 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 however, that, (i) the Revolving Commitment of any Lender may not be increased without such increaseLender’s consent, (ii) the Acquisition Loan Commitment aggregate amount of the Revolving Commitments as so increased shall not exceed 19% $175,000,000, and (iii) the Revolving Commitments may not be increased without the consent of the Total Commitment. Any such Commitment Increase Notice Administrative Agent (which consent shall not 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 unreasonably withheld or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen delayed).
(15b) Business Days after the delivery of the Commitment Increase Notice, the Company The Borrowers may, in its their sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a LenderLender (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 the increased Revolving Commitments, by notifying the Administrative Agent; provided, that the 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 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 the increased Commitments pursuant to Section 5.18(b) or Section 5.18(c), as applicableRevolving Commitments.
(bc) 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 its Revolving Commitment as so increased.
(d) Any additional bank or financial institution that the Company selects which is not an existing Lender and which accepts Borrowers’ offer to offer participation participate in the increased CommitmentsRevolving 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 that elects to become a party to this upon the effectiveness of such New Lender Agreement with the Company and the Agent such bank or financial institution (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 Revolving Lender for all purposes and to the same extent as if originally a party hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender , and the signature pages hereof 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 deemed to be bound by, and accept amended to add 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 name of such New Lender and the Total Commitment, 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 AgentLender.
(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 Upon any increase in the Revolving Commitments pursuant to this Section 5.182.23, the aggregate amount Commitment Schedule shall be deemed amended to reflect the Revolving Commitment of the Commitments shall not exceed $1,950,000,000each Lender (including any New Lender) as thereby increased.
(g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitments.
Appears in 1 contract
Increase of Commitments. (a) At any time after the Closing Datedate hereof, provided that no Event of Default shall have occurred and be continuing, the Company may 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 $250,000,000 500,000,000 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 19% the percentage of the Total CommitmentCommitment 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 CommitmentCommitments, 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 the Lenders’ 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 Commitments shall not exceed $1,950,000,0001,850,000,000.
(g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitments.
Appears in 1 contract
Sources: Revolving Credit Agreement (Group 1 Automotive Inc)
Increase of Commitments. (a) At any Upon notice to the Agent (who shall promptly notify the Lenders), the Borrower may, from time after to time prior to the day which is the thirty (30) month anniversary of the Closing Date, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase in the aggregate Commitments up to an aggregate of the Total Commitment by notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”)$250,000,000; provided that, in an amount not less than $25,000,000 nor more than $250,000,000 in the aggregate. The Agent will provide event the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between Borrower has reduced 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 19% 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 Agreements2.5, 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.
(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 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 Commitments 2.6 shall not exceed $1,950,000,00050,000,000. 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 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 to become Lenders under the terms of this Agreement.
(gb) If any Commitments are increased in accordance with this Section, the Agent and the Borrower shall determine the effective date of such increase (the "Increase Effective Date"). The Company Agent and the Borrower shall execute promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a Note certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) 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 Section 12.1 after giving effect to such increase and (iii) certifying that before and after giving effect to such 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. The Borrower shall deliver new or amended Notes reflecting the new or increased Commitment of each new or affected Lender as of the Increase Effective Date. The Borrower shall prepay any Libor Balances outstanding on the Increase Effective Date (and pay any costs incurred in connection with such prepayment pursuant to each New Lender and replacement Notes Section 6.5) to Lenders signing a the extent necessary to keep outstanding Balances ratable with any revised Commitment Increase Agreement Percentages arising from any nonratable increase in the amount of said Persons’ CommitmentsCommitments under this Section.
(c) This Section shall supersede any provision in Section 15.11 to the contrary.
Appears in 1 contract
Increase of Commitments. (a) At any time after the Closing Effective Date, provided that no Event of Default shall have occurred and be continuing, the Company Borrower may request an increase of the Total Commitment aggregate Commitments by notice thereof to the Administrative Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a “"Commitment Increase Notice”"), in an amount not less than $25,000,000 nor more than $250,000,000 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 19% 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 the increased CommitmentCommitments. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased Commitment Commitments is not subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase NoticeLenders, the Company 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 LenderLender (which consent shall not be unreasonably withheld), 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(bparagraph (b) or Section 5.18(c)(c) below, as applicable.
(b) Any additional bank or financial institution that the Company Borrower selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement and obtain a Commitment, shall execute a New Lender Agreement with the Company Borrower and the Agent (a “New Lender”)Administrative Agent, by the execution of an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(bE (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 hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , 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 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 CommitmentCdn.$5,000,000.
(c) Any Lender that accepts an offer to it by the Company Borrower to increase its Commitment pursuant to this Section 5.18 2.20 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept a Commitment Increase Agreement with the benefits of, this Agreement Borrower and the other Loan Documents (a “Commitment Increase Agreement”) Administrative Agent, substantially in the form of Exhibit 5.18(cF (a "COMMITMENT INCREASE AGREEMENT"), with the Company whereupon such Lender shall be bound by and the Agent. Upon delivery entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment in the Register as so increased, and distribute a new Schedule 1.1
(a) reflecting III hereof shall be deemed to be amended to so increase the Commitment of such New Lender and the Total Commitment, as increasedLender.
(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 Company Borrower and legal opinions of counsel to the Company Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case case, in form and substance reasonably satisfactory to the Administrative Agent.
(e) Additional Loans made on or after the date that If any bank or financial institution becomes a New Lender pursuant to Section 5.18(b2.20(b) or any Lender’s 's Commitment is increased pursuant to Section 5.18(c) 2.20(c), additional Advances made on or after the effectiveness thereof (the “Re"RE-Allocation Date”ALLOCATION DATE") shall be made pro rata based on the Lenders’ respective Commitments Commitment Percentages in effect on or 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 Loans 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 any Loans subject to an Interest Period Eurodollar Rate Advances outstanding on such Re-Allocation Date shall be effected by repayment of such Loans Eurodollar Rate Advances on the last day of the Interest Period applicable thereto and the making of new Loans Eurodollar Rate Advances pro rata based on the respective Commitments in effect on and after such Re-Allocation Datenew 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 Loans subject to such Re-Allocation Date there is an Interest Periodunpaid principal amount of Eurodollar Rate Advances, such Loans Eurodollar Rate Advances shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company applicable Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans Eurodollar Rate Advances will be paid thereon to the respective Lenders holding such Loans 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 based on the respective face amounts thereof.
(f) Notwithstanding anything to the contrary in this Section 5.182.20, (i) no increase pursuant to this Section 2.20 shall be effective without the consent of the Required 40 Lenders, (ii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (iiiii) after giving effect to any increase in the aggregate amount by which the Commitments hereunder are increased pursuant to this Section 5.18, the aggregate amount of the Commitments 2.20 shall not exceed $1,950,000,000Cdn.$141,426,000.
(g) The Company Borrower shall execute and deliver a Note or Notes to each New new bank or other financial institution becoming a Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the amount of said Persons’ Commitmentsthat requests one.
Appears in 1 contract
Sources: Canadian Credit Agreement (Burlington Resources Inc)
Increase of Commitments. (a) At any time after the Closing Date, provided that no Default or Event of Default shall have occurred and be continuing, the Company Borrower may request an increase from time to time one or more increases of the Total Commitment Commitments by notice thereof to the Agent in writing of the amount of each such proposed increase (each such notice, a “"Commitment Increase Notice”"), in an amount not less than $25,000,000 nor more than $250,000,000 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 19% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender Bank the opportunity to subscribe for its pro rata share of the requested increase in the Commitments, and the Agent shall promptly provide to each increased CommitmentBank a copy of any Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Commitments must deliver written notice of such fact to the Agent. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased Commitment requested increase in the Commitments is not subscribed for by the Lenders Banks within fifteen (15) Business Days after the delivery of the Commitment Increase Noticesuch 10-day period, the Company Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a LenderBank (which consent shall not be unreasonably withheld or delayed so long as such Person is an Eligible Assignee), offer to any existing Lender 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 increased requested increase in the Commitments pursuant to Section 5.18(b2.4 (b) or Section 5.18(c)(c) below, as applicable.;
(b) Any additional bank or financial institution that the Company Borrower selects to offer a participation in the unsubscribed portion of the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (obtain a “New Lender”)Commitment, by the execution of shall execute an agreement (a “"New Lender Bank Agreement”) substantially "), in the form of Exhibit 5.18(b)required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a "New Bank") shall become a Lender Bank for all purposes and hereunder to the same extent as if originally a party hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , 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 Lender Bank 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.5,000,000;
(c) Any Lender Bank that accepts an offer by the Company Borrower to increase its Commitment pursuant to this Section 5.18 2.4 shall, in each case, execute an a commitment increase 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)required by the Agent, with the Company Borrower and the Agent. Upon delivery , whereupon such Bank shall be bound by and entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to reflect such increase in the Register and distribute a new Schedule 1.1
(a) reflecting the Commitment of such New Lender and the Total Commitment, as increased.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 Company Borrower and legal opinions of in-house counsel to the Company Borrower, if any, 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 If any bank or financial institution becomes a New Lender Bank pursuant to Section 5.18(b2.4(b) or if any Lender’s Bank's Commitment is increased pursuant to Section 5.18(c) 2.4(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 the Lenders’ each Bank's (including each New Bank's) respective Commitments Commitment in effect on or and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender 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 Lender Bank and/or Lenders Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Eurodollar Rate Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Loans on the last day of the Interest Rate Period applicable thereto and the making 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 is an unpaid principal amount of 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 subject to an Interest Periodoutstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Rate Periods (unless the Company 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 Lenders 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 5.182.4, (i) no Lender Bank shall have any obligation to increase its Commitment under this Section 2.4 unless it agrees in writing to do so in its sole discretion and discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to this Section 2.4, (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 5.182.4, the aggregate amount sum of the Commitments shall not exceed $1,950,000,000.500,000,000, and (vi) in the event the Borrower reduces the Commitments pursuant to Section 4.6 or any other provision of this Agreement more than one time during the term of this Agreement, the ability of the Borrower to request increases in the Commitments pursuant to this Section 2.4 shall automatically terminate; and
(g) The Company Borrower shall execute and deliver a Note or Notes to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement Bank) participating in any increase of the Commitments in the original principal amount of said Persons’ such Bank's Commitment after giving effect to any such increase of the Commitments.
Appears in 1 contract
Increase of Commitments. (a) At any time after the Closing Datetime, provided that no Event of Default shall have occurred and be continuing, the Company may request an increase from time to time one or more increases of the Total Aggregate Commitment by notice thereof to the Agent in writing of the amount of each such proposed increase (each such notice, a “Commitment Increase Notice”), in an amount not less than $25,000,000 nor more than $250,000,000 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 19% 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 the requested increase in the Aggregate Commitment, and the Agent shall promptly provide to each increased CommitmentLender a copy of any Commitment Increase Notice received by the Agent. Within 10 days after receipt by the Agent of the applicable Commitment Increase Notice, each Lender wishing to subscribe for its pro rata share of the requested increase in the Aggregate Commitment must deliver written notice of such fact to the Agent. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased requested increase in the Aggregate Commitment is not subscribed for by the Lenders within fifteen (15) Business Days after the delivery of the Commitment Increase Noticesuch 10-day period, 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 LenderLender (which consent shall not be unreasonably withheld or delayed so long as such Person is an Eligible Assignee), 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 requested increase in the Aggregate Commitment pursuant to Section 5.18(b2.16 (b) or Section 5.18(c)(c) below, as applicable.;
(b) Any additional bank or financial institution that the Company selects to offer a participation in the unsubscribed portion of the increased CommitmentsAggregate Commitment, and that elects to become a party to this Agreement with the Company and the Agent (obtain a “New Lender”)Commitment, by the execution of shall execute an agreement (a “New Lender Agreement”) substantially in the form of Exhibit 5.18(b), in Proper Form, with the Company and the Agent, whereupon such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and hereunder to the same extent as if originally a party hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , and the signature pages hereof shall be deemed to add the name of such New Lender and Schedule 2.1(a) attached hereto shall be deemed amended to add the name and Commitment of such New Lender, provided that 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.5,000,000;
(c) Any Lender that accepts an offer by the Company to increase its Commitment pursuant to this Section 5.18 2.16 shall, in each case, execute an a commitment increase 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)Proper Form, with the Company and the Agent. Upon delivery , whereupon such Lender shall be bound by and entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment as so increased, and Schedule 2.1(a) attached hereto shall be deemed to be amended to reflect such increase in the Register and distribute a new Schedule 1.1
(a) reflecting the Commitment of such New Lender and the Total Commitment, as increased.Lender;
(d) The effectiveness of any New Lender Agreement or 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 Company, if any, as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent.Proper Form;
(e) Additional Loans made on or after the date that If any bank or financial institution becomes a New Lender pursuant to Section 5.18(b2.16(b) or if any Lender’s Commitment is increased pursuant to Section 5.18(c) 2.16(c), additional Loans and additional liability for the Letter of Credit Exposure Amount made or incurred on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ each Lender’s (including each New Lender’s) respective Commitments Commitment Percentage in effect on or and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender making an aggregate principal amount of Loans and incurring liability for the Letter of Credit Exposure Amount in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective CommitmentsCommitment Percentages), and continuations of any Loans subject to an Interest Period LIBOR Rate Borrowings outstanding on such Re-Allocation Date shall be effected by repayment of such Loans LIBOR Rate Borrowings on the last day of the LIBOR Interest Period applicable thereto and the making extension of new Loans LIBOR Rate Borrowings pro rata based on the Lenders’ respective Commitments Commitment Percentages 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 are Alternate Base Rate Borrowings outstanding, the Company shall make prepayments thereof and borrow new Alternate Base Rate Borrowings so that, after giving effect thereto, the Alternate Base Rate Borrowings outstanding are held pro rata based on the Lenders’ respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any Loans subject to an Interest Periodsuch Re-Allocation Date there are LIBOR Rate Borrowings outstanding, such Loans LIBOR Rate Borrowings shall remain outstanding with the respective holders thereof until the expiration of their respective LIBOR 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 LIBOR Rate Borrowings will be paid thereon to the respective Lenders holding such Loans LIBOR Rate Borrowings pro rata based on the respective principal amounts thereof outstanding.;
(f) Notwithstanding anything to the contrary in this Section 5.182.16, (i) no Lender shall have any obligation to increase its Commitment under this Section 2.16 unless it agrees in writing to do so in its sole discretion and discretion, (ii) no Lender shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Aggregate Commitment pursuant to this Section 2.16, (iii) neither the Agent nor any Lender shall have any obligation to find or locate any New Lender to participate in any unsubscribed portion of any increase in the Aggregate Commitment requested by the Company, (iv) each increase in the Aggregate Commitment requested by the Company shall not be less than $10,000,000, (v) after giving effect to any increase in the Commitments Aggregate Commitment pursuant to this Section 5.182.16, the aggregate amount of the Commitments Aggregate Commitment shall not exceed $1,950,000,000.350,000,000, and (vi) in the event of any reduction in the Aggregate Commitment pursuant to Section 2.2 or any other provision of this Agreement, the ability of the Company to request increases in the Aggregate Commitment pursuant to this Section 2.16 shall automatically terminate; and
(g) The Company shall execute and deliver a Note or Notes to the Agent (for delivery by the Agent to each applicable Lender) a new Note payable to each applicable Lender (including each New Lender and replacement Notes to Lenders signing a Lender) participating in any increase of the Aggregate Commitment Increase Agreement in the original principal amount of said Persons’ Commitmentssuch Lender’s Commitment after giving effect to any increase of the Aggregate Commitment.
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Sources: Revolving Credit Agreement (Whole Foods Market Inc)
Increase of Commitments. (a) At any time after the Closing Date, provided that no Default or Event of Default shall have occurred and be continuing, the Company Borrower may request an increase from time to time one or more increases of the Total Commitment Commitments by notice thereof to the Agent in writing of the amount of each such proposed increase (each such notice, a “Commitment Increase Notice”"COMMITMENT INCREASE NOTICE"), in an amount not less than $25,000,000 nor more than $250,000,000 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 19% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender Bank the opportunity to subscribe for its pro rata share of the requested increase in the Commitments, and the Agent shall promptly provide to each increased CommitmentBank a copy of any Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Commitments must deliver written notice of such fact to the Agent. If the Company does not receive either telephonic or written notice from the Agent that all any portion of the increased Commitment requested increase in the Commitments is not subscribed for by the Lenders Banks within fifteen (15) Business Days after the delivery of the Commitment Increase Noticesuch 10-day period, the Company Borrower may, in its sole discretion, but with the consent of the Agent as to any Person that is not at such time a LenderBank (which consent shall not be unreasonably withheld or delayed so long as such Person is an Eligible Assignee), offer to any existing Lender 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 increased requested increase in the Commitments pursuant to Section 5.18(b2.5(b) or Section 5.18(c)(c) below, as applicable.;
(b) Any additional bank or financial institution that the Company Borrower selects to offer a participation in the unsubscribed portion of the increased Commitments, and that elects to become a party to this Agreement with the Company and the Agent (obtain a “New Lender”)Commitment, by the execution of shall execute an agreement (a “New Lender Agreement”) substantially "NEW BANK AGREEMENT"), in the form of Exhibit 5.18(b)required by the Agent, with the Borrower and the Agent, whereupon such bank or financial institution (a "NEW BANK") shall become a Lender Bank for all purposes and hereunder to the same extent as if originally a party hereof hereto and shall be bound by and entitled to the benefits of this Agreement. The , 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 Lender Bank 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.5,000,000;
(c) Any Lender Bank that accepts an offer by the Company Borrower to increase its Commitment pursuant to this Section 5.18 2.5 shall, in each case, execute an a commitment increase 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 "COMMITMENT INCREASE AGREEMENT"), in the form of Exhibit 5.18(c)required by the Agent, with the Company Borrower and the Agent. Upon delivery , whereupon such Bank shall be bound by and entitled to the Agent benefits of one or more Commitment Increase Agreements, this Agreement with respect to the Agent shall enter such New Lender and full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to reflect such increase in the Register and distribute a new Schedule 1.1
(a) reflecting the Commitment of such New Lender and the Total Commitment, as increased.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 Company Borrower and legal opinions of in-house counsel to the Company Borrower, if any, 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 If any bank or financial institution becomes a New Lender Bank pursuant to Section 5.18(b2.5(b) or if any Lender’s Bank's Commitment is increased pursuant to Section 5.18(c) 2.5(c), additional Loans and additional liability for Facility Letters of Credit made or issued on or after the effectiveness thereof (the “Re"RE-Allocation Date”ALLOCATION DATE") shall be made pro rata based on the Lenders’ each Bank's (including each New Bank's) respective Commitments Commitment in effect on or and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Lender 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 Lender Bank and/or Lenders Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Eurodollar Rate Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Eurodollar Rate Loans on the last day of the Interest Rate Period applicable thereto and the making 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 is an unpaid principal amount of 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 subject to an Interest Periodoutstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Rate Periods (unless the Company 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 Lenders 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 5.182.5, (i) no Lender Bank shall have any obligation to increase its Commitment under this Section 2.5 unless it agrees in writing to do so in its sole discretion and discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to this Section 2.5, (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 5.182.5, the aggregate amount sum of the Commitments and the aggregate commitments of the lenders under the Long-Term Credit Facility shall not exceed $1,950,000,000.250,000,000, and (vi) in the event the Borrower reduces in the Commitments pursuant to Section 4.6 or any other provision of this Agreement more than one time during the term of this Agreement, the ability of the Borrower to request increases in the Commitments pursuant to this Section 2.5 shall automatically terminate; and
(g) The Company Borrower shall execute and deliver a Note or Notes to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement Bank) participating in any increase of the Commitments in the original principal amount of said Persons’ such Bank's Commitment after giving effect to any such increase of the Commitments.
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