New Revolving Commitments. Company may by written notice to Administrative Agent and Syndication Agent elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Commitments”), by an aggregate amount not in excess of $20,000,000 and not less than $2,500,000 individually. Such notice shall specify (A) the date (an “Increased Amount Date”) on which Company proposes that the New Revolving Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and Syndication Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender”) to whom Company proposes any portion of such New Revolving Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of such New Revolving Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment. Such New Revolving Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Revolving Commitments; (2) Holdings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Commitments; (3) the New Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Company, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); (4) Company shall make any payments required pursuant to Section 2.18(c) in connection with such New Revolving Commitments; and (5) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On each Increased Amount Date on which the New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Loan Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Loan Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to such New Revolving Commitment and all matters relating thereto. Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Commitments and the New Revolving Loan Lenders, and (z) the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.25. The terms and provisions of New Revolving Loans shall be identical to the Revolving Loans.”
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Carter William Co /Ga/)
New Revolving Commitments. Company may by written notice to Administrative Agent and Syndication Agent elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Commitments”), by an aggregate amount not in excess of $20,000,000 and not less than $2,500,000 individually. Such notice shall specify (A) the date (an “Increased Amount Date”) on which Company proposes that the New Revolving Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and Syndication Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender”) to whom Company proposes any portion of such New Revolving Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of such New Revolving Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment. Such New Revolving Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Revolving Commitments; (2) Holdings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Commitments; (3) the New Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Company, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); (4) Company shall make any payments required pursuant to Section 2.18(c) in connection with such New Revolving Commitments; and (5) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On each Increased Amount Date on which the New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) Pursuant to the Amended Credit Agreement, each of the Revolving Loan A-2 Lenders and Revolving B-2 Lenders shall assign have a Revolving A-2 Commitment or Revolving B-2 Commitment, as applicable, in the amount set forth opposite such Revolving A-2 Lender’s or Revolving B-2 Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to each make Revolving A-2 Loans or Revolving B-2 Loans, as applicable, to the Borrower as described in Section 2.01 of the New Amended Credit Agreement, with such Revolving A-2 Commitments and Revolving B-2 Commitments having the terms set forth in the Amended Credit Agreement. Any Letters of Credit or Swing Line Loans outstanding immediately prior to the Amendment No. 6 Effective Date shall be deemed to be issued under the Revolving A-2 Commitments.
(b) Each Revolving A-2 Lender and Revolving B-2 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or, in each case, any Related Party thereof, and based on such documents and information as it shall deem from time to time appropriate, continue to make its own decisions in taking or not taking action under the Amended Credit Agreement, any other Loan Document or any related agreement or any document furnished thereunder; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by Lenders constituting the Required Lenders (which shall be evidenced by their execution hereof as a Revolving A-2 Lender or Revolving B-2 Lender, as applicable), each Revolving A-2 Lender, Revolving B-2 Lender, the L/C Issuer, the Swing Line Lenders, the Administrative Agent and each the Borrower and (ii) the delivery to the Administrative Agent of the New Revolving Loan Lenders shall purchase from a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan A-2 Lenders and New Revolving Loan B-2 Lenders ratably in accordance with their Revolving Loan Commitments after giving effect party to the addition of such New Revolving Commitments to the Revolving Loan Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender this Amendment shall become a Lender with respect to such New Revolving Commitment and all matters relating thereto. Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof (y) under the New Revolving Commitments and the New Revolving Loan Lenders, and (z) Amended Credit Agreement having the respective interests in such Revolving Loan Lender’s Revolving LoansCommitments set forth on Schedule 1 hereto, in each case subject to effective as of the assignments contemplated by this Section 2.25Amendment No. The terms and provisions of New Revolving Loans shall be identical to the Revolving Loans6 Effective Date.”
Appears in 1 contract
New Revolving Commitments. Company may (a) Subject to the terms and conditions set forth herein, each Renewing Revolving Lender and each Additional Revolving Lender will assume a New Revolving Commitment on the Amendment Effective Date in an amount (i) in the case of a Renewing Revolving Lender, equal to the amount of its Existing Revolving Commitment, and (ii) in the case of an Additional Revolving Lender, in an amount equal to the New Revolving Commitment set forth on its signature page to this Amendment or such lesser amount as is allocated to it by written CGMI and notified to it prior to the Amendment Effective Date. On the Amendment Effective Date, the Existing Revolving Commitments will automatically terminate and be replaced by the New Revolving Commitments. Each Lender executing this Amendment hereby waives advance notice of such termination. Notwithstanding anything in this Amendment to the contrary, the Borrower, the Administrative Agent and Syndication Agent elect to request prior to the any Lender may agree that such Lender's Existing Revolving Commitment Termination Date, an increase may be deemed to the existing Revolving Loan Commitments (any such increase, the “New Revolving Commitments”), by an aggregate amount not in excess of $20,000,000 and not less than $2,500,000 individually. Such notice shall specify (A) the date (an “Increased Amount Date”) on which Company proposes that the New Revolving Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and Syndication Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender”) to whom Company proposes any portion of such New Revolving Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of such New Revolving Commitments may elect or decline, in its sole discretion, to provide converted into a New Revolving Commitment. Such New Revolving Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Revolving Commitments; (2) Holdings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Commitments; (3) the New Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Company, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); (4) Company shall make any payments required pursuant to Section 2.18(c) Commitment in connection with such this Amendment.
(b) The obligations of each New Lender to make Revolving Commitments; and (5) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On each Increased Amount Date on which the New Revolving Commitments are effected, Loans is subject to the satisfaction of the foregoing terms and following conditions:
(i) The conditions set forth in paragraphs (a), (ab) and (c) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the New Lenders shall have received a certificate of a Financial Officer, dated the Amendment Effective Date, to such effect;
(ii) The Administrative Agent shall have received a favorable legal opinion of each of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrower, and (ii) ▇▇▇▇▇▇ Sari, General Counsel of the Borrower, in each case addressed to the Administrative Agent and the New Lenders and dated the Amendment Effective Date, in substantially the forms of Exhibits J-1 and J-2 to the Credit Agreement, modified, however, to address the New Revolving Commitments, this Amendment, and the Credit Agreement as amended and restated hereby, and covering such other matters relating to the Loan Lenders Parties, the Senior Loan Documents, the Senior Collateral and the Transactions as the Administrative Agent may reasonably request, and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions;
(iii) The Administrative Agent shall assign have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment, the other Senior Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent;
(iv) To the extent deemed necessary or appropriate by the Administrative Agent, each Senior Collateral Document shall have been amended to provide the benefits thereof to the New Revolving Commitments (and Loans and Letters of Credit made or issued thereunder) and the obligations of the Loan Parties in connection therewith on the same basis as such benefits are provided to the Existing Revolving Commitments;
(v) Each Loan Party that has not executed and delivered this Amendment shall have entered into a written instrument reasonably satisfactory to the Administrative Agent pursuant to which it confirms that it consents to this Amendment and that the Senior Collateral Documents to which it is party will continue to apply in respect of the Credit Agreement, as amended and restated hereby, and the Senior Obligations thereunder;
(vi) The aggregate amount of the New Revolving Loan LendersCommitments shall equal $1,750,000,000, and each the Borrowing Base Amount on the Amendment Effective Date shall be sufficient to support Borrowings to be made on the Amendment Effective Date;
(vii) The Administrative Agent shall have received evidence satisfactory to it that the Borrower has made the payments referred to in Section 3(d) or is making such payments on the Amendment Effective Date with the proceeds of the Revolving Loans to be made on the Amendment Effective Date and such other funds of the Borrower as may be required;
(viii) All outstanding Revolving Loans and Term Loans (as defined below) under the Original Agreement shall be repaid on or prior to the Amendment Effective Date; and
(ix) The conditions to effectiveness of this Amendment set forth in Section 4 hereof shall have been satisfied.
(c) On the Amendment Effective Date, the New Revolving Loan Lenders shall purchase from each automatically be deemed to have purchased participations in outstanding Letters of Credit, if any, under the Credit Agreement, pro rata in accordance with the amounts of their New Revolving Commitments, in accordance with the provisions of Section 2.05(d) of the Credit Agreement.
(d) On the Amendment Effective Date, the Borrower shall apply the proceeds of the Revolving Loan Lenders, at Loans made on the principal amount thereof Amendment Effective Date and such other amounts as may be necessary (together with accrued interesti) to prepay in full all term loans under the Original Agreement (the "Term Loans"), to pay all accrued and unpaid interest on all Term Loans, and to pay all other amounts payable as a result of such interests prepayment pursuant to Section 2.16 of the Original Agreement and all other Senior Obligations then accrued and owing to the term lenders under the Original Agreement in their capacities as such and (ii) to pay each Existing Revolving Lender all commitment fees, Letter of Credit participation fees, principal and interest on Revolving Loans, amounts payable pursuant to Section 2.16 of the Original Agreement and all other Senior Obligations accrued and owing to the Existing Revolving Lenders under the Original Agreement in their capacities as such.
(e) On and after the Amendment Effective Date, each reference in the Credit Agreement to "Commitment" or "Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Loan Commitments, (b) each New Revolving Commitment Commitment" shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect reference to such New Revolving Commitment and all matters relating thereto. Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Commitments contemplated hereby. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and the New Revolving Loan Lendersexpenses, increased costs and break funding payments (other than as set forth in Section 3(c) above) shall continue in full force and effect with respect to, and (z) for the respective interests benefit of, each Term Lender and Existing Revolving Lender in respect of such Revolving Loan Lender’s Revolving 's Loans, Commitments and participations in each case subject Letters of Credit under the Credit Agreement prior to the assignments contemplated by this Section 2.25. The terms and provisions of New Revolving Loans shall be identical to the Revolving LoansAmendment Effective Date.”
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
New Revolving Commitments. Company may by written notice to Administrative Agent and Syndication Agent elect to request prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Commitments”), by an aggregate amount not in excess of $20,000,000 and not less than $2,500,000 individually. Such notice shall specify (A) the date (an “Increased Amount Date”) on which Company proposes that the New Revolving Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and Syndication Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender”) to whom Company proposes any portion of such New Revolving Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of such New Revolving Commitments may elect or decline, in its sole discretion, to provide a New Revolving Commitment. Such New Revolving Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Revolving Commitments; (2) Holdings and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such New Revolving Commitments; (3) the New Revolving Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Company, Syndication Agent and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); (4) Company shall make any payments required pursuant to Section 2.18(c) in connection with such New Revolving Commitments; and (5) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. On each Increased Amount Date on which the New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) Pursuant to the Amended Credit Agreement, each of the Revolving Loan A-1 Lenders and Revolving B-1 Lenders shall assign have a Revolving A-1 Commitment or Revolving B-1 Commitment, as applicable, in the amount set forth opposite such Revolving A-1 Lender’s or Revolving B-1 Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to each make Revolving A-1 Loans or Revolving B-1 Loans, as applicable, to the Borrower as described in Section 2.01 of the New Amended Credit Agreement, with such Revolving A-1 Commitments and Revolving B-1 Commitments having the terms set forth in the Amended Credit Agreement. Any Letters of Credit or Swing Line Loans outstanding immediately prior to the Amendment No. 5 Effective Date shall be deemed to be issued under the Revolving A-1 Commitments.
(b) Each Revolving A-1 Lender and Revolving B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or, in each case, any Related Party thereof, and based on such documents and information as it shall deem from time to time appropriate, continue to make its own decisions in taking or not taking action under the Amended Credit Agreement, any other Loan Document or any related agreement or any document furnished thereunder; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.
(c) Upon (i) the execution of a counterpart of this Amendment by Lenders constituting the Required Lenders, each Revolving A-1 Lender, Revolving B-1 Lender, the L/C Issuer, the Swing Line Lenders, the Administrative Agent and each the Borrower and (ii) the delivery to the Administrative Agent of the New Revolving Loan Lenders shall purchase from a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan A-1 Lenders and New Revolving Loan B-1 Lenders ratably in accordance with their Revolving Loan Commitments after giving effect party to the addition of such New Revolving Commitments to the Revolving Loan Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender this Amendment shall become a Lender with respect to such New Revolving Commitment and all matters relating thereto. Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof (y) under the New Revolving Commitments and the New Revolving Loan Lenders, and (z) Amended Credit Agreement having the respective interests in such Revolving Loan Lender’s Revolving LoansCommitments set forth on Schedule 1 hereto, in each case subject to effective as of the assignments contemplated by this Section 2.25Amendment No. The terms and provisions of New Revolving Loans shall be identical to the Revolving Loans5 Effective Date.”
Appears in 1 contract