Increases in Commitments. (a) The Company may by written notice to the Administrative Agent elect to request the establishment of one or more new term loans denominated in Dollars, an Alternate Currency or any other currency agreed to by the Company, the Administrative Agent and the Lenders providing such new term loans (the “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with the Incremental Term Loans, the “Incremental Commitments”) from existing Lenders (each of which shall be (A) an Eligible Assignee, (B) subject to the approval of the Administrative Agent (not to be unreasonably withheld or delayed) and (C) entitled to elect or decline, in its sole discretion, to provide such Incremental Commitments) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith, in an aggregate amount for all such Incremental Commitments not in excess of (i) $250,000,000 (or a principal amount equal to the Dollar Equivalent of $250,000,000) less the aggregate principal amount of Indebtedness incurred pursuant to clause (1) of Section 7.2.2(n) at or prior to such time plus (ii) additional amounts so long as, on a pro forma basis on the date of incurrence, after giving effect to the incurrence of any such Incremental Commitment (assuming the full amount of any such concurrently established Incremental Revolving Commitment is drawn) and after giving effect to any pro forma adjustments for transactions consummated in connection therewith, the Senior Secured Net Leverage Ratio does not exceed 3.00 to 1.00; provided that, to the extent any such Incremental Commitments are intended to be applied to finance a Limited Condition Acquisition, for the purposes of determining pro forma compliance with the Senior Secured Net Leverage Ratio the date of determination thereof shall, at the Company’s option, be the LCA Test Date, and if, after giving pro forma effect to the Limited Condition Acquisition and other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Reference Period ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such Senior Secured Net Leverage Ratio, such Senior Secured Net Leverage Ratio shall be deemed to have been complied with. Each such notice shall specify (i) the amount of the Incremental Term Loan or Incremental Revolving Commitment being requested (which shall be in minimum increments of $1,000,000 (or a principal amount equal to the Dollar Equivalent of $1,000,000) and a minimum amount of $25,000,000 (or a principal amount equal to the Dollar Equivalent of $25,000,000) or such lesser amount equal to the remaining amount of Incremental Revolving Commitments) and (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Commitments shall be effective (which shall not be less than 10 Business Days (or such shorter period as agreed to by the Administrative Agent).
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Increases in Commitments. (a) The Company may Borrower may, by written notice to the Administrative Agent elect to request Agent, executed by the establishment of Borrower and one or more new term loans denominated in Dollarsfinancial institutions, an Alternate Currency which may include one or any other currency agreed to by the Company, the Administrative Agent and the Lenders providing such new term loans (the “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with the Incremental Term Loans, the “Incremental Commitments”) from more existing Lenders (each such financial institution being called a "Prospective Lender"), cause Commitments to be extended by the Prospective Lenders (or cause the Commitments of which the Prospective Lenders to be increased, as the case may be), in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) each such extension or increase shall be effected ratably with a corresponding extension or increase in the Commitments (A) an Eligible Assigneeas defined in the 364-Day Credit Agreement), (Bb) immediately after giving effect to each such extension or increase, the sum of the aggregate amount of all such extensions and increases plus the aggregate amount of all corresponding extensions and increases under the 364-Day Credit Agreement shall in no event exceed $50,000,000, (c) each such extension or increase shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000, (d) the Commitments shall in no event be extended or increased under this Section on more than four (4) occasions, (e) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not to be unreasonably withheld or delayedwithheld) and (Cf) entitled each Prospective Lender, if not already a Lender hereunder, shall become a party to elect or decline, this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. New Commitments and increases in its sole discretion, Commitments pursuant to provide such Incremental Commitments) and additional banks, financial institutions and other institutional lenders who will this Section shall become Lenders in connection therewith, in an aggregate amount for all such Incremental Commitments not in excess of effective (i) $250,000,000 (or in the case of a principal amount equal to Prospective Lender not already party hereto, on the Dollar Equivalent effective date of $250,000,000) less the aggregate principal amount of Indebtedness incurred pursuant to clause (1) of Section 7.2.2(n) at or prior to such time plus applicable Accession Agreement and (ii) additional amounts so long asin the case of a Prospective Lender already party hereto, on a pro forma basis on the date of incurrence, after giving effect specified in the notice delivered pursuant to this Section. Upon the incurrence effectiveness of any Accession Agreement to which any Prospective Lender not already a party hereto becomes a Lender, (A) such Incremental Commitment (assuming the full amount of any such concurrently established Incremental Revolving Commitment is drawn) and after giving effect to any pro forma adjustments for transactions consummated in connection therewith, the Senior Secured Net Leverage Ratio does not exceed 3.00 to 1.00; provided that, to the extent any such Incremental Commitments are intended Prospective Lender shall thereafter be deemed to be applied a party to finance this Agreement and shall be entitled to all rights, benefits and privileges accorded a Limited Condition Acquisition, for the purposes Lender hereunder and subject to all obligations of determining pro forma compliance with the Senior Secured Net Leverage Ratio the date of determination thereof shall, at the Company’s option, be the LCA Test Date, a Lender hereunder and if, after giving pro forma effect to the Limited Condition Acquisition and other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Reference Period ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such Senior Secured Net Leverage Ratio, such Senior Secured Net Leverage Ratio (B) Schedule 2.1 shall be deemed to have been complied with. Each such notice shall specify (i) amended to reflect the amount Commitment of the Incremental Term Loan additional Lender as provided in such Accession Agreement. Upon the effectiveness of any extension or Incremental Revolving increase under this Section in the Commitment being requested (which of a Lender already a party hereunder, Schedule 2.1 shall be deemed to have been amended to reflect the extended or increased Commitment of such Lender. Notwithstanding the foregoing, no extension or increase in minimum increments of $1,000,000 the total Commitments (or in the Commitment of any Lender) shall become effective under this Section unless the Administrative Agent shall have received a principal amount equal to certificate dated the Dollar Equivalent date of $1,000,000) such increase and duly executed by a minimum amount of $25,000,000 Financial Officer stating that the conditions set forth in paragraphs (or a principal amount equal to the Dollar Equivalent of $25,000,000) or such lesser amount equal to the remaining amount of Incremental Revolving Commitmentsa), (b) and (iic) of Section 4.2 have been satisfied as of the date of such extension or increase (eachwith all references in such paragraphs to a Borrowing being deemed to be references to such extension or increase). If Revolving Loans would be outstanding immediately after giving effect to any extension or increase of a Commitment under this Section, an “Increased Amount Date”then simultaneously with such extension or increase, (1) on which the Company proposes that the Incremental Commitments each applicable Prospective Lender and each other Lender shall be effective deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Prospective Lender a portion of its Revolving Loans necessary to reflect proportionately the Commitments as adjusted in accordance with this Section and (which 2) in connection with such assignment, each such Prospective Lender shall not be less than 10 Business Days (or such shorter period as agreed pay to by the Administrative Agent), for the account of the other Lenders, such amount as shall be necessary to appropriately reflect the assignment to it of Revolving Loans, and in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 2.15.
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Increases in Commitments. Provided that no Default exists or would exist immediately before and after giving effect thereto, the Parent Borrower may at any time and from time to time prior to May 31, 2007, at its sole cost and expense, request any one or more of the Lenders to increase its Revolving Credit Commitment Amount (a) The Company may by written notice provided, that, the decision to increase the Revolving Credit Commitment Amount of a Lender shall be within the sole and absolute discretion of such Lender), or any other Eligible Assignee reasonably satisfactory to the Administrative Agent elect to request the establishment of one or more provide a new term loans denominated in DollarsRevolving Credit Commitment (any Lender so increasing its Commitment pursuant to this Section 2.5(d) and any such Eligible Assignee providing a new Revolving Credit Commitment pursuant to this Section 2.5(d), an Alternate Currency "Increased Lender"). In the event a Lender or any other currency agreed Eligible Assignee agrees to become an Increased Lender, the Parent Borrower shall submit to the Administrative Agent an Increase Supplement in the form of Exhibit A to Amendment No. 4 (an "Increase Supplement"), duly executed by the CompanyParent Borrower, the Guarantors and each such Increased Lender. If such Increase Supplement is in all respects appropriately completed and executed and all of the other requirements set forth in Sections 2.5(d) and (e) have been satisfied, the Administrative Agent shall execute such Increase Supplement and deliver a copy thereof to the Parent Borrower and each such Increased Lender and the Lenders providing Administrative Agent shall promptly provide notice thereof to each Lender. Upon execution and delivery of such new term loans (the “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” andIncrease Supplement, together with the Incremental Term Loans, the “Incremental Commitments”) from existing Lenders (each of which shall be (A) an Eligible Assigneein the case of each Increased Lender that is already a Lender, such Lender's Revolving Credit Commitment shall be increased to the Revolving Credit Commitment Amount set forth in such Increase Supplement, (B) subject in the case of each such Eligible Assignee, such Eligible Assignee shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender" with a Revolving Credit Commitment in a Revolving Credit Commitment Amount set forth in such Increase Supplement, and (C) the Parent Borrower shall contemporaneously therewith execute and deliver to the approval of the Administrative Agent (not to be unreasonably withheld or delayedx) for each Lender providing an increased Revolving Credit Commitment and (C) entitled to elect or decline, in its sole discretion, to provide such Incremental Commitments) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith, in an aggregate amount for all such Incremental Commitments not in excess of (i) $250,000,000 (or requesting a principal amount equal to the Dollar Equivalent of $250,000,000) less the aggregate principal amount of Indebtedness incurred Note pursuant to clause (1) Section 2.13(d), a Note in the form of Section 7.2.2(n) at or prior Exhibit Q-1 to such time plus (ii) additional amounts so long as, on a pro forma basis on the date of incurrence, after giving effect to the incurrence of any such Incremental Commitment (assuming the full amount of any such concurrently established Incremental Revolving Commitment is drawn) and after giving effect to any pro forma adjustments for transactions consummated this Agreement in connection therewith, the Senior Secured Net Leverage Ratio does not exceed 3.00 to 1.00; provided that, to the extent any such Incremental Commitments are intended to be applied to finance a Limited Condition Acquisition, for the purposes of determining pro forma compliance with the Senior Secured Net Leverage Ratio the date of determination thereof shall, at the Company’s option, be the LCA Test Date, and if, after giving pro forma effect to the Limited Condition Acquisition and other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Reference Period ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such Senior Secured Net Leverage Ratio, such Senior Secured Net Leverage Ratio shall be deemed to have been complied with. Each such notice shall specify (i) the amount of such increased Revolving Credit Commitment Amount and (y) for each such Eligible Assignee providing a new Commitment and requesting a Note pursuant to Section 2.13(d), a Note in the Incremental Term Loan or Incremental form of Exhibit Q-1 to this Agreement in the amount of its Revolving Credit Commitment being requested (which shall be in minimum increments of $1,000,000 (or a principal amount equal to the Dollar Equivalent of $1,000,000) Amount and a minimum amount Note in the form of $25,000,000 (or a principal amount equal Exhibit Q-3 to the Dollar Equivalent of $25,000,000) or such lesser amount equal to the remaining amount of Incremental Revolving Commitments) and (ii) the date (eachthis Agreement ; provided, an “Increased Amount Date”) on which the Company proposes that the Incremental Commitments shall be effective (which shall not be less than 10 Business Days (or such shorter period as agreed to by the Administrative Agent).however, that:
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Samples: Valmont Industries Inc
Increases in Commitments. (a) The Company may Borrower may, by written notice to the Administrative Agent elect to request Agent, executed by the establishment of Borrower and one or more new term loans denominated in Dollarsfinancial institutions, an Alternate Currency which may include one or any other currency agreed to by the Company, the Administrative Agent and the Lenders providing such new term loans (the “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with the Incremental Term Loans, the “Incremental Commitments”) from more existing Lenders (each such financial institution being called a "Prospective Lender"), cause Commitments to be extended by the Prospective Lenders (or cause the Commitments of which the Prospective Lenders to be increased, as the case may be), in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) each such extension or increase shall be effected ratably with a corresponding extension or increase in the Commitments (A) an Eligible Assigneeas defined in the Five-Year Credit Agreement), (Bb) immediately after giving effect to each such extension or increase, the sum of the aggregate amount of all such extensions and increases plus the aggregate amount of all corresponding extensions and increases under the Five-Year Credit Agreement shall in no event exceed $50,000,000, (c) each such extension or increase shall be in an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000, (d) the Commitments shall in no event be extended or increased under this Section on more than four (4) occasions, (e) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not to be unreasonably withheld or delayedwithheld) and (Cf) entitled each Prospective Lender, if not already a Lender hereunder, shall become a party to elect or decline, in its sole discretion, this Agreement by completing and delivering to provide such Incremental Commitments) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith, in an aggregate amount for all such Incremental Commitments not in excess of (i) $250,000,000 (or a principal amount equal to the Dollar Equivalent of $250,000,000) less the aggregate principal amount of Indebtedness incurred pursuant to clause (1) of Section 7.2.2(n) at or prior to such time plus (ii) additional amounts so long as, on a pro forma basis on the date of incurrence, after giving effect to the incurrence of any such Incremental Commitment (assuming the full amount of any such concurrently established Incremental Revolving Commitment is drawn) and after giving effect to any pro forma adjustments for transactions consummated in connection therewith, the Senior Secured Net Leverage Ratio does not exceed 3.00 to 1.00; provided that, to the extent any such Incremental Commitments are intended to be applied to finance a Limited Condition Acquisition, for the purposes of determining pro forma compliance with the Senior Secured Net Leverage Ratio the date of determination thereof shall, at the Company’s option, be the LCA Test Date, and if, after giving pro forma effect to the Limited Condition Acquisition and other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Reference Period ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such Senior Secured Net Leverage Ratio, such Senior Secured Net Leverage Ratio shall be deemed to have been complied with. Each such notice shall specify (i) the amount of the Incremental Term Loan or Incremental Revolving Commitment being requested (which shall be in minimum increments of $1,000,000 (or a principal amount equal to the Dollar Equivalent of $1,000,000) and a minimum amount of $25,000,000 (or a principal amount equal to the Dollar Equivalent of $25,000,000) or such lesser amount equal to the remaining amount of Incremental Revolving Commitments) and (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Commitments shall be effective (which shall not be less than 10 Business Days (or such shorter period as agreed to by the Administrative Agent).
Appears in 1 contract
Samples: Day Credit Agreement (Toys R Us Inc)
Increases in Commitments. (ai) The Company may Borrower may, by written notice to the Administrative Agent elect to (who shall promptly notify the Lenders), request the establishment of one or more new term loans denominated in Dollars, an Alternate Currency or any other currency agreed to by the Company, the Administrative Agent and the Lenders providing such new term loans (the “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount Commitments (the each such increase, an “Incremental Revolving Commitments” andCommitment”) by an aggregate amount (for all such requests) not exceeding $250,000,000; provided that (i) any such request for an increase shall be in a minimum amount of the lesser of (x) $50,000,000 (or such lesser amount as may be approved by the Agent) and (y) the entire remaining amount of increases available under this Section 2.08(e) and (ii) the Borrower shall make no more than a total of five (5) requests for increases of Commitments under this Section 2.08(e). (ii) An Incremental Commitment may be provided by any existing Lender or other Person that is an Eligible Assignee (each such existing Lender or other Person that agrees to provide an Incremental Commitment, together with the Incremental Term Loans, the an “Incremental CommitmentsLender”) from existing Lenders (); provided that each of which Incremental Lender shall be (A) an Eligible Assignee, (B) subject to the approval of the Administrative Agent consent (in each case, not to be unreasonably withheld or delayed) and (C) entitled of the Agent. Notwithstanding anything herein to elect the contrary, no Lender shall have any obligation to agree to increase its Commitment, or decline, in its sole discretion, to provide such Incremental Commitmentsa Commitment, pursuant to this Section 2.08(e) and additional banksany election to do so shall be in the sole discretion of such Lender. (iii) The Agent and the Borrower shall determine the effective date for such increase pursuant to this Section 2.08(e) (an “Incremental Commitment Effective Date”) and, financial institutions if applicable, the final allocation of such increase among the Persons providing such increase; provided that such date shall be a Business Day at least ten (10) Business Days after delivery of the request for such increase (unless otherwise approved by the Agent) and other institutional lenders who will become Lenders in connection therewith, in an aggregate amount for all such Incremental Commitments not in excess of at least thirty (i30) $250,000,000 (or a principal amount equal days prior to the Dollar Equivalent of $250,000,000Revolving Termination Date then in effect. (iv) less In order to effect such increase, the aggregate principal amount of Indebtedness incurred Borrower, the applicable Incremental Lender(s) and the Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower and the Agent, pursuant to clause which the applicable Incremental Lender(s) will provide the Incremental Commitment(s). (1v) Effective as of Section 7.2.2(n) at or prior to such time plus (ii) additional amounts so long asthe applicable Incremental Commitment Effective Date, on a pro forma basis on the date of incurrence, after giving effect subject to the incurrence of any terms and conditions set forth in this Section 2.08(e), each Incremental Commitment shall be a Commitment (and not a separate facility hereunder), each Incremental Lender providing such Incremental Commitment (assuming shall be, and have all the full amount of any such concurrently established Incremental Revolving Commitment is drawn) rights of, a Lender, and after giving effect to any pro forma adjustments for transactions consummated in connection therewith, the Senior Secured Net Leverage Ratio does not exceed 3.00 to 1.00; provided that, to the extent any Loans made by it on such Incremental Commitments are intended to be applied to finance a Limited Condition Acquisition, for the purposes of determining pro forma compliance with the Senior Secured Net Leverage Ratio the date of determination thereof shall, at the Company’s option, be the LCA Test Date, Commitment 747656567 17557858 72 Fifth Amended and if, after giving pro forma effect to the Limited Condition Acquisition and other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Reference Period ending prior to the LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such Senior Secured Net Leverage Ratio, such Senior Secured Net Leverage Ratio shall be deemed to have been complied with. Each such notice shall specify (i) the amount of the Incremental Term Restated Warehouse Loan or Incremental Revolving Commitment being requested (which shall be in minimum increments of $1,000,000 (or a principal amount equal to the Dollar Equivalent of $1,000,000) and a minimum amount of $25,000,000 (or a principal amount equal to the Dollar Equivalent of $25,000,000) or such lesser amount equal to the remaining amount of Incremental Revolving Commitments) and (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Commitments shall be effective (which shall not be less than 10 Business Days (or such shorter period as agreed to by the Administrative Agent).Agreement
Appears in 1 contract
