Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 4 contracts
Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)
Request for Increase. Provided there exists no DefaultThe Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in by written notice to the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of Administrative Agent one or more increases in the Revolving Credit Facility (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso“Revolving Credit Increase”); provided that (i) the principal amount for all such Revolving Credit Increases, in the aggregate, since the Closing Date (including the then requested Revolving Credit Increase) shall not exceed the sum (with utilization being determined by the Borrower subject to the limits provided herein) of (x) $200,000,000 plus (y) a principal amount such that, after giving effect to such proposed Revolving Credit Increase (measured assuming the entire principal amount of any proposed Revolving Credit Increase being incurred pursuant to this clause (y) is fully drawn), any repayment of other Indebtedness in connection therewith and any other appropriate pro forma adjustment events, the Senior Secured Leverage Ratio is not greater than 2.00 to 1.00; (ii) any such request for an increase shall be in a minimum amount of $25,000,000, 10,000,000 (iior a lesser amount in the event such amount represents all remaining availability under this Section) and the Borrowers Borrower may make a maximum of five such requests (inclusive of excluding any direct requests made for Incremental Term Loans pursuant to Section 2.18) and that are not consummated); (iii) no more than 50% Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the aggregate amount requested pursuant to this Section 2.17 Swing Line Lender; (Aiv) by the applicable Borrower may be an increase to the any Revolving Credit Facility Increase may, at the request of the Borrower, be available for the issuance of Letters of Credit within the limits of the L/C Issuer Sublimits; and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agentv) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which Increase shall in no event constitute Obligations hereunder and shall be less than ten Business Days from the date of delivery of such notice guaranteed and secured pursuant to the Revolving Credit Lenders Guaranty, Collateral Agreement and Potential Revolving Credit Lenders)the other Security Instruments on a pari passu basis with the other Obligations hereunder.
Appears in 3 contracts
Samples: Credit Agreement (Babcock & Wilcox Co), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Request for Increase. Provided there exists no DefaultAt any time after the Closing Date, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible AssigneesBorrower may, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request (i) one or more incremental term loans (an increase in the Revolving Credit Facility “Incremental Term Loan”) or (subject to item (iiiii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Commitments (a “Revolving Credit Facility (for all such requestsIncrease” and, but excluding all portions together with the initial principal amount of such increase requests that are allocated as the Incremental Term Loans pursuant to item (iii) of Loans, the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all “Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoIncreases”); provided that (iA) the aggregate principal amount for all such Incremental Increases shall not exceed the sum of (1) $75,000,000 plus (2) an amount which, after giving pro forma effect to such Incremental Increase (assuming that the entire Incremental Increase is funded on the effective date thereof and after giving effect to the use of proceeds thereof) pursuant to this clause (2), would not cause the Consolidated Total Leverage Ratio, as of the most recently completed Reference Period, to exceed the lesser of (x) 4.50 to 1.00 and (y) the Financial Covenant (in each case, as demonstrated by the Borrower in a written certification to the Administrative Agent), (B) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of 10,000,000 for any direct requests made for Incremental Term Loans Loan and $10,000,000 for any Revolving Credit Facility Increase or, if less, the remaining amount permitted pursuant to Section 2.18the foregoing clause (A) and (iiiC) no more than 50% five (5) Incremental Increases shall be permitted to be requested during the term of this Agreement. Unless the aggregate amount requested pursuant Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increase would be permitted to this Section 2.17 be incurred under clause (AA)(2) by above on the applicable Borrower may be an increase to date of determination, such Incremental Increase (or the Revolving Credit Facility and the remaining relevant portion of such requested increase under this Section 2.17 thereof) shall be deemed a request for an Incremental Term Loan to have been incurred in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower reliance on clause (in consultation with the Administrative AgentA)(2) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice above prior to the Revolving Credit Lenders and Potential Revolving Credit Lenders)utilization of any amount available under clause (A)(1) above.
Appears in 2 contracts
Samples: Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.)
Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, time on or after the Escrow Release Date request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) Advances by an aggregate amount of increases in the Revolving Credit Facility (for all such requestsrequests and together with any requests under Section 2.19, but excluding all portions of in each case to the extent such requests result in a corresponding increase requests that are allocated as Incremental in the Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)Facility or a New Advance) not greater than (x) exceeding $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)125,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000. To achieve such requested increase, (ii) the Borrowers Borrower may invite the Lenders to make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans additional Advances and/or may invite additional Eligible Assignees to become Lenders pursuant to Section 2.18) a joinder agreement in form and (iii) no more than 50% of substance satisfactory to the aggregate amount requested Administrative Agent and its counsel, provided any Advances made by an Eligible Assignee pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 2.18 shall be deemed in a request for principal amount of $1,000,000 or an Incremental Term Loan integral multiple of $500,000 in such amount under, and in accordance with, the terms of Section 2.18excess thereof. At the time of sending such noticethe notice described in the first sentence of this Section, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender and/or Eligible Assignee is requested to respond (which shall in no event be less than ten five (5) Business Days from the date of delivery of such notice to such Lender or Eligible Assignee). The Borrower may offer and pay to each Lender (an “Increasing Lender”) that agrees to make additional Advances, and to each additional Eligible Assignee that agrees to becomes a Lender pursuant to this Section 2.18, such fees or original issue discount as it may elect in connection with any such increase in the Revolving Credit Advances, provided that in the event the interest rate margins (other than as a result of the imposition of default interest) for any Increasing Lender’s additional Advances or any Advances of any such Eligible Assignee are higher than the interest rate margins for the Advances of the non-Increasing Lenders by more than 0.50%, then the interest rate margins for the Advances of the non-Increasing Lenders shall be increased to the extent necessary so that such interest rate margins shall be equal to the interest rate margins for such Increasing Lender’s additional Advances or the Advances of such Eligible Assignee, minus 0.50%; provided further that, in determining the interest rate margins applicable to any Increasing Lender’s additional Advances or any Advances of any such Eligible Assignee and Potential Revolving Credit Lendersthe Advances of the non-Increasing Lenders (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by any Loan Party to any Lender or Increasing Lender or any Eligible Assignee in the initial primary syndication of the Advances or the increased Advances hereunder, as the case may be, shall be included (with original issue discount being equated to interest based on assumed 4-year life to maturity), and (B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable to any of the Bookrunners (or their affiliates) in connection with the Advances or any increase in the Advances hereunder or to one or more arrangers (or their affiliates) thereof shall be excluded.
Appears in 2 contracts
Samples: Credit Agreement (Chemtura CORP), Senior Secured Term Facility Credit Agreement (Chemtura CORP)
Request for Increase. Provided there exists no DefaultAt any time prior to October 6, upon 2025 (or, if an Extension Option has been exercised in accordance with Section 2.16, April 6, 2026 or October 6, 2026, as applicable), the Borrower shall have the option to increase the Revolving Credit Facility Amount by a maximum aggregate amount of up to $1,000,000,000.00 (the “Increase Option”) to a total Revolving Credit Facility Amount of up to $2,000,000,000.00. The Borrower may exercise the Increase Option at any time and from time to time prior to the date set forth above by providing notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by Lenders); provided, however, (a) that at the Domestic Borrower with the approval time of the Administrative Agentexercise of such option, each L/C Issuer there is no Default or Event of Default which shall have occurred and be continuing; (b) in no event shall the Swingline existence of this Increase Option be deemed a commitment on the part of the Lenders until such time as such Lender (which approvals shall not be unreasonably withheld) (in writing increases its commitment or a new Lender issues a written commitment for any such Eligible Assignees, “Potential Revolving Credit Lenders”)), amounts in excess of the Borrowers may from time to time, request an increase in the then-existing committed Revolving Credit Facility (subject to item (iii) Amount, and then in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requestsevent, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and Amount shall only be to the remaining portion extent of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At increased commitment or new commitment amounts; (c) at the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the a reasonable time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with Section 2.14(b); (which d) any such increase shall be in no event a minimum aggregate amount of $5,000,000.00 with minimum aggregate increments of $5,000,000.00 above that amount, and a maximum aggregate increase of $1,000,000,000.00; and (e) any such increase shall be less than ten Business Days from the date of delivery of such notice integrated into this Agreement and shall be subject to the Revolving Credit Lenders same terms and Potential Revolving Credit Lendersconditions as this Agreement, except as otherwise provided in Section 2.14(e)(vi).
Appears in 2 contracts
Samples: And Consolidated Credit Agreement (Epr Properties), And Consolidated Credit Agreement (Epr Properties)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Company may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase and together with any requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 below) not exceeding $100,000,000 (whether pursuant to a direct Borrower request under such Section or the operation of item “Incremental Revolving Facility Maximum Amount”) (iii) in the following provisoan “Incremental Revolving Facility”); provided that (i) any such request for an increase Incremental Revolving Facility shall be in a minimum amount of $25,000,00050,000,000, (ii) the Borrowers Company may make a maximum of five three (3) such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) requests, and (iii) no more than 50% the Incremental Revolving Facility Maximum Amount shall not apply if, after giving effect to any such Incremental Revolving Facility, the Consolidated Net Leverage Ratio on a Pro Forma Basis (after giving effect to the incurrence of such amount and the use of proceeds thereof) as at the last day of the aggregate most recently ended Measurement Period is less than or equal to 3.00 to 1.00 (provided that the amount requested pursuant to this Section 2.17 (A) by of Indebtedness for purposes of such calculation of the Consolidated Net Leverage Ratio shall assume the Incremental Revolving Facility is fully drawn). For purposes of the forgoing incurrence test, it is understood and agreed that the proceeds of the applicable Borrower may Incremental Revolving Facility shall not be an increase to netted against the Revolving Credit Facility and applicable Indebtedness included in the remaining portion calculation of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18Consolidated Net Leverage Ratio. At the time of sending such notice, the applicable Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 2 contracts
Samples: Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc)
Request for Increase. Provided that (i) there exists no DefaultDefault and (ii) the Borrower shall be in compliance with the covenants contained in Section 5.04 (as determined on a Pro Forma Basis, (x) after giving full effect to the incurrence of the requested Incremental Facility, and (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the requested Incremental Revolving Facility (if any), are fully drawn), upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible AssigneesBorrower may, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by each an aggregate amount of increases in the “Incremental Revolving Credit Facility (for all such requestsFacility”), but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the upsizing of an existing Incremental Term Facility or the creation of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Facility”); provided, however, that in no event shall the aggregate principal amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under Facilities incurred after the Closing Date exceed the Incremental Amount at such Section or the operation of item (iii) in the following proviso)time; provided provided, further that (i) any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000, (ii) . If the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant Borrower elects to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the request that existing Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for Lenders participate in an Incremental Term Loan in such amount underFacility, and in accordance with, the terms of Section 2.18. At then at the time of sending such notice, the applicable Borrower shall request that the Administrative Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 2 contracts
Samples: Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 200,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) ), and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A2.17(a) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 2 contracts
Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)
Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may Borrower may, from time to time, request an increase in the Aggregate Revolving Credit Facility Commitments and/or the Existing Term Loan, or the funding of one or more tranches of additional term loans hereunder (subject to item (iii) in the below proviso“Additional Term Loans”) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding ) not exceeding $500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the Existing Term Loan plus all portions of such increase requests that are allocated as Incremental Additional Term Loans pursuant equal to item $1,900,000,000 (iii) of the proviso in this Section 2.17(a“Total Facility Amount”)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000 and in whole increments of $5,000,000 in excess thereof; provided, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable further, at Borrower’s option, Borrower may be an increase to the Revolving Credit Facility and the remaining portion of request that any such requested increase under or funding be effected through the addition of one or more term loan commitments with respect to one or more tranches of additional term loans (the “Additional Term Commitments”) (and, in such event, all references in this Section 2.17 2.19 to any increase or funding, as and to the extent applicable at any time, shall be deemed a request for an Incremental and construed to mean and refer to any such Additional Term Commitment in the amount of such increase or funding, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such Additional Term Commitment in the amount of such increase (it being understood and agreed that, without limiting the generality of this clause (2), any Additional Term Commitments shall be effected pursuant to one or more New Term Loan in such amount underAmendments executed and delivered by the Credit Parties, the Administrative Agent, and in accordance with, the terms of Section 2.18applicable Term Lenders). At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Existing Term Loan or any notice of such requested funding of an Additional Term Loan, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders). The terms and provisions of any Additional Term Commitments and any Additional Term Loans, including the pricing, maturity, fees payable, and other terms thereof, shall be as agreed by the Administrative Agent, the applicable Term Lenders, and the Borrower and set forth in the applicable New Term Loan Amendment; provided that, without the prior written consent of all other Lenders, no Additional Term Loan shall (A) have a maturity date that is earlier than the maturity date of any existing Term Loan or the Revolving Maturity Date, (B) require scheduled amortization of such Additional Term Loan prior to the maturity date of any existing Term Loans or the Revolving Maturity Date, but such Additional Term Loan may permit voluntary prepayment (subject to sub-clause (C) hereof), and (C) rank higher than pari passu in right of payment and with respect to security with all Revolving Loans and any existing Term Loans or have different borrower or guarantors as the Borrower and Guarantors with respect to all Revolving Loans and existing Term Loans. Except as set forth in the immediately prior sentence with respect to the maturity date of any Additional Term Loans made pursuant to this Section 2.19, no Lender that is not a Term Lender with respect to such tranche of Additional Term Loans shall have any consent rights with respect to the terms of such Additional Term Loans set forth in such New Term Loan Amendment so long as such terms are in accordance with the provisions of this Agreement. Each New Term Loan Amendment may, without the consent of any other Lenders, but subject to Sections 11.4(a), (b) and (c), effect such amendments to this Agreement and the other LoanCredit Documents as are consistent with this Section 2.19 and may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.19 with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)
Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), at any time after the Borrowers Closing Date, the Company may from time to timerequest additional 152302503 Commitments (each an “Additional Commitment” and all of them, request an increase in collectively, the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso“Additional Commitments”); provided that (ix) after giving effect to any such request for an increase shall be in a minimum amount of $25,000,000addition, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested of Additional Commitments that have been added pursuant to this Section 2.17 2.15 after the Amendment No. 2 Effective Date shall not exceed the Additional Commitments Limit, (Ay) by the applicable Borrower any such addition shall be in an aggregate amount of not less than $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or, in either case, such lesser amount as may be an increase acceptable to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) and (z) after giving effect to any such addition, the aggregate outstanding amount of Additional Term Loans made to Designated Borrowers that are not U.S. Borrowers shall specify not exceed, when taken together with the time period within which each aggregate Outstanding Amount of all Revolving Credit Lender or Potential Loans made to Designated Borrowers that are not U.S. Borrowers, $50,000,000. Any loans made in respect of any such Additional Commitments (the “Additional Loans”) may be made, at the option of the Company, by either (i) increasing the Aggregate Revolving Credit Lender is requested to respond Commitments with the same terms (which shall in no event be less than ten Business Days from including pricing) as the date of delivery of such notice to the existing Revolving Credit Lenders Facility, or (ii) creating a new tranche of terms loans (any loans provided pursuant to such additional tranche, the “Additional Term Loans”) (it being understood that the Company has the absolute right to pursue Additional Commitments in accordance with this Section 2.15 and Potential no Lender shall have the ability to block any such pursuit although no Lender shall be obligated to provide any Additional Commitments); provided that no increase in the Aggregate Revolving Credit Commitments shall (A) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) increase the Letter of Credit Sublimit (or change the allocation of the Letter of Credit Sublimit among the L/C Issuers) without the consent of the L/C Issuers or (C) increase the Alternative Currency Sublimit or the Designated Non-U.S. Borrower Sublimit, in either case, without the consent of the Required Revolving Lenders).
Appears in 2 contracts
Samples: Credit Agreement (Ceco Environmental Corp), Credit Agreement (Ceco Environmental Corp)
Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify or the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”))Incremental Arranger, the Borrowers may Borrower may, from time to time, request an increase in one or more additional Facilities of term loans or additional term loans of the Revolving Credit same Facility as any existing Term Loans (subject to item (iii“Incremental Term Loans”) in the below proviso) by an aggregate amount of and/or increases in the aggregate Revolving Credit Facility Commitments (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso“Revolving Commitment Increases”); provided that (i) the Consolidated Interest Coverage Ratio, calculated on a pro forma basis, after giving effect to the incurrence of such Incremental Term Loans and/or Revolving Commitment Increase (assuming that the full amount of such Revolving Commitment Increase is drawn) and the use of proceeds thereof, shall not be less than 3.00:1.00 for the most recently completed four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.01, (ii) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000, (iiiii) the Borrowers may make a maximum interest rate, maturity and amortization schedule for any new Facility of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant shall be determined by the Borrower and the applicable Lenders under such Facility, (iv) except with respect to Section 2.18items in clauses (iii) and (v) of this Section 2.17(a) and Section 2.17(e) below, Incremental Term Loans shall be on terms and subject to conditions and pursuant to documentation to be determined by the Borrower and the applicable lenders under such Facility; provided that, to the extent such terms and documentation are not consistent with the Term Loans (except to the extent permitted by clause (iii) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, to the extent that any financial maintenance covenant or any other covenant is added for the benefit of any Incremental Term Loan, no more than 50% consent shall be required from the Administrative Agent or any of the aggregate amount requested pursuant Lenders to this Section 2.17 the extent that such financial maintenance covenant or other covenant is (A1) by also added for the benefit of all existing Loans or (2) only applicable Borrower after the Latest Maturity Date), and (v) such Incremental Term Loans may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan provided in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with any currency as mutually agreed among the Administrative Agent) shall specify , the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from Borrower and the date of delivery of applicable lenders under such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)Facility.
Appears in 2 contracts
Samples: Credit Agreement (Broadcom Inc.), Credit Agreement (Broadcom Inc.)
Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, time request an increase in the Revolving Credit Term B Facility by an amount (subject to item (iii) in the below provisoaggregate for all such requests) by an not exceeding $450,000,000, less the aggregate amount of all increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made consummated pursuant to Section 2.18 (whether pursuant 2.17 on or prior to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)time; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, 25,000,000 (ii) the Borrowers or such lesser amount as Borrower and Administrative Agent may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18agree). At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) Borrowers shall specify the time period within which identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrowers propose any portion of such increase in the Term B Facility be allocated; provided, however, that (i) any existing Lender approached to provide all or Potential Revolving Credit a portion of such increase in the Term B Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Term B Facility offered to it (and any Lender is requested that has failed to respond to any such request shall be deemed to have declined to participate in such increase in the Term B Facility) and (which shall in no event be less than ten Business Days from the date of delivery ii) any Eligible Assignee providing any portion of such notice increase in the Term B Facility that is not an existing Lender (such Eligible Assignee, a “New Term Lender”) 87 shall become a Term B Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Revolving Credit Lenders Administrative Agent and Potential Revolving Credit Lendersits counsel (a “Term Lender Joinder Agreement”). Any increase in the Term B Facility pursuant to this Section 2.18 shall be in the form of one or more additional term loans made to the Borrowers (any such term loan being referred to herein as a “Incremental Term Loan”).
Appears in 2 contracts
Samples: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential applicable Revolving Credit Lenders”)), the Borrowers Company may from time to time, time request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less an increase to the existing Revolving Credit Commitments (each, an “Incremental Revolving Commitment”) and/or (y) the amount establishment of all one or more new term loan commitments (each, an “Incremental Term Loans”; Incremental Term Loans made pursuant and Incremental Revolving Commitments are collectively referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or herein as the operation of item (iii) in the following proviso“Incremental Facilities”); provided that (i) the aggregate amount (calculated as of the date such Indebtedness was incurred, in the case of Incremental Term Loans, or first committed, in the case of Incremental Revolving Commitments) of all Incremental Facilities (after giving effect to all requests) shall not exceed the sum of (A) $700,000,000 plus (B) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Restatement Effective Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (B)) plus (C) an unlimited additional amount such that, in the case of this clause (C) only, after giving pro forma effect thereto (assuming full drawing under such Incremental Facilities), the Secured Leverage Ratio calculated on a Pro Forma Basis for the most recent Test Period shall not exceed 2.50:1 (other than to the extent such Incremental Facilities are incurred pursuant to this clause (C) concurrently with the incurrence of Incremental Facilities in reliance on clause (A), in which case the Secured Leverage Ratio shall be permitted to exceed 2.50:1 to the extent of such Incremental Facilities incurred in reliance on clause (A)), (ii) any such request for an increase shall specify the amount of the proposed Incremental Facility and shall in any event be in a minimum amount of $25,000,000, and (iiiii) the Borrowers Company may make a maximum of five six (6) such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18requests. At the time of sending such notice, the applicable Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 2 contracts
Samples: Credit Agreement (Greif Inc), Credit Agreement (Greif, Inc)
Request for Increase. Provided there exists no DefaultThe Company may, upon from time to time, request by notice to the Administrative Agent (which shall promptly notify x) during the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval Availability Period one or more increases of the Administrative AgentCommitments (each, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withhelda “Term Loan Commitment Increase”) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less or (y) after the amount of all Availability Period has ended one or more term loan tranches to be made available to the Company (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan and each Term Loan Commitment Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $500,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000, 50,000,000 (iior a lesser amount in the event such amount represents all remaining availability under this Section) and the Borrowers Company may make a maximum of five two such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and requests; (iii) no more than 50% of Term Loan Commitment Increase shall increase any Lender’s Commitment without the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion consent of such requested increase under this Section 2.17 shall be deemed a request for an Lender; (iv) each Incremental Term Loan in shall have an Applicable Rate or pricing grid as determined by the Lenders providing such amount underIncremental Term Loans and the Company; and (v) except as provided above, all other terms and in accordance with, conditions applicable to any Incremental Term Loan shall be reasonably satisfactory to the terms of Section 2.18. At the time of sending such noticeAdministrative Agent, the applicable Borrower Lenders providing such Incremental Term Loan and the Company (in consultation with it being understood that if any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable under this Agreement, as reasonably determined by the Administrative Agent) , then that shall specify constitute a reasonable basis for the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested Administrative Agent not to respond (which shall in no event be less than ten Business Days from the date of delivery of satisfied with such notice to the Revolving Credit Lenders and Potential Revolving Credit Lendersterms).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Fortive Corp), Term Loan Credit Agreement (Fortive Corp)
Request for Increase. Provided there exists no DefaultThe Company may, upon from time to time, request by notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheldx) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Facility (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iiia “Revolving Credit Increase”) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less or (y) one or more term loan tranches to be made available to the amount of all Company (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $1,000,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000, 50,000,000 (iior a lesser amount in the event such amount represents all remaining availability under this Section) and the Borrowers Company may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and requests; (iii) no more than 50% Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the aggregate amount requested pursuant to this Section 2.17 Swing Line Lender; (Aiv) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an each Incremental Term Loan in shall have an Applicable Rate or pricing grid as determined by the Lenders providing such amount underIncremental Term Loans and the Company; (v) except as provided above, all other terms and in accordance withconditions applicable to any Incremental Term Loan shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company (it being understood that if any terms taken as a whole are materially more favorable to the applicable Lenders providing such Incremental Term Loan than those applicable under this Agreement, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (vi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed pursuant to the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation Company Guaranty on a pari passu basis with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)other Obligations hereunder.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Fortive Corp), Credit Agreement (Fortive Corp)
Request for Increase. Provided there exists no DefaultEvent of Default (or, to the extent the Company has provided an LCA Election in connection therewith, no Event of Default exists on LCA Test Date), upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Company may from time to time, time request (x) an increase in the U.S. Revolving Credit Facility and/or the Global Revolving Credit Facility and/or (subject to item y) the establishment of one or more new term loan commitments (iii) in the below provisoeach, an “Incremental Term Commitment”) by an aggregate amount of (after giving effect to all increases under clauses (x) and (y)) not exceeding (a) $300,000,000 in the Revolving Credit Facility aggregate (for all such requests), but excluding all portions plus (b) the aggregate amount of such increase requests that are allocated as any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans, Incremental Term Loans pursuant to item or Revolving Commitments (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) each case, together, in the following provisocase of any Indebtedness constituting revolving indebtedness, voluntary permanent reductions of such revolving credit commitments on a dollar-for-dollar basis) effected after the Closing Date (but excluding (A) any prepayment of such Indebtedness with the proceeds of substantially concurrent borrowings of new Loans hereunder (other than borrowings under the Revolving Facility), (B) any reduction of such revolving commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long-term Indebtedness (other than borrowings under the Revolving Facility)); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 2 contracts
Samples: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)
Request for Increase. Provided there exists So long as (i) no DefaultDefault has occurred and is continuing, upon and (ii) the Borrower has not otherwise terminated or reduced in part any unused portion of the aggregate Revolving Credit Commitments at any time pursuant to Section 2.12, the Borrower may by notice to the Administrative Agent Agent, request, not more than two (2) times, an increase in the amount of the aggregate Revolving Credit Commitments within the limitations hereafter described, which notices shall promptly notify set forth the amount of such increase. In accordance with Section 2.13(d), the amount of the aggregate Revolving Credit Commitments may be so increased either by having one or more New Lenders that have been approved by the Borrower become Lenders and/or by having any one or more of the then existing Lenders (at their respective election in their sole discretion) increase the amount of their Revolving Credit Commitments (“Increasing Lenders”), provided that (i) the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval Commitment of the Administrative Agent, each L/C Issuer and the Swingline any New Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential less than $5,000,000 and the sum of the Revolving Credit LendersCommitments of the New Lenders and the increases in the Revolving Credit Commitments of the Increasing Lenders shall be in an aggregate amount of not less than $10,000,000 (and, if in excess thereof, in integral multiples of $1,000,000); (ii) the aggregate amount of all the increases in the Revolving Credit Commitments pursuant to this Section 2.13 shall not exceed $30,000,000 and the aggregate Revolving Credit Commitments shall not exceed $110,000,000; (iii) the Borrower, each New Lender and/or each Increasing Lender shall have executed and delivered to the Agent a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit G hereto, and the Agent shall have accepted and executed the same, (iv) the Borrower shall have executed and delivered to the Agent a Revolving Credit Note or Revolving Credit Notes payable to the order of each New Lender and/or each Increasing Lender, each such Revolving Credit Note to be in the amount of such New Lender’s Revolving Credit Commitment or such Increasing Lender’s Revolving Credit Commitment (as applicable); (v) if requested by the Agent, the Borrower shall have delivered to the Agent opinions of Borrower’s in-house counsel (substantially similar to the forms of opinions provided for in Section 6.1(l), modified to apply to the Borrowers may from time to time, request an increase in the Revolving Credit Facility Commitments and each new Revolving Credit Note and Commitment and Acceptance executed and delivered in connection therewith); (subject vi) the Guarantors shall have consented in writing to item the new Revolving Credit Commitments or increases in Revolving Credit Commitments (iiias applicable) and shall have agreed that their Guaranty and the Subsidiary Security Agreement continues in full force and effect, and (vii) the below proviso) by an aggregate amount of increases Borrower, each New Lender and/or each Increasing Lender shall otherwise have executed and delivered such other instruments and documents as the Agent shall have reasonably requested in connection with such new Revolving Credit Commitment or increase in the Revolving Credit Facility Commitment (for all such requests, but excluding all portions as applicable). The form and substance of such increase requests that are allocated as Incremental Term Loans pursuant to item the documents required under clauses (iii) through (vii) above shall be reasonably acceptable to the Agent. The Agent shall provide written notice to all of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) Lenders hereunder of the amount admission of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section any New Lender or the operation increase in the Revolving Credit Commitment of item any Increasing Lender hereunder and shall furnish to each of the Lenders copies of the documents required under clause (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests v), (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18vi) and (iiivii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)above.
Appears in 2 contracts
Samples: Credit Agreement (Ezcorp Inc), Credit Agreement (Ezcorp Inc)
Request for Increase. Provided there exists that no DefaultDefault shall have occurred and is then continuing, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer the Borrower may, at any time and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request elect to increase the Facility to an increase amount not exceeding $750,000,000 in the Revolving Credit Facility (subject aggregate after giving effect to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)increase; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) 50,000,000 or such other amount reasonably agreed to by the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) Borrower and (iii) no more than 50% of the aggregate amount requested Administrative Agent. Each notice from the Borrower pursuant to this Section 2.17 (A) by 2.15 shall specify the applicable Borrower may be an increase identity of each Lender and each Eligible Assignee that it has or proposes to the Revolving Credit Facility and the remaining approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06). Each designated existing Lender shall notify the Administrative Agent and the Borrower within 20 Business Days whether or not it agrees to provide all or a portion of such increase and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any existing Lender approached to provide all or a portion of such increase under this Section 2.17 may elect or decline, in its sole discretion, to provide all or a portion of such increase offered to it. Any designated Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a request for an Incremental Term Loan Lender pursuant to a joinder agreement in such amount under, form and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with substance reasonably satisfactory to the Administrative Agent) Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall specify notify the time period within which Borrower and each Revolving Credit Lender or Potential Revolving Credit Lender is requested of the Lenders’ responses to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)each request made hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Forest City Enterprises Inc), Credit Agreement (Forest City Realty Trust, Inc.)
Request for Increase. Provided (i) there exists no Default, (ii) after giving effect thereto, the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, (iii) the aggregate of (A) 85% of the book value of accounts receivables that constitute Collateral and (B) 65% of the book value of inventory that constitutes Collateral exceeds the sum of (A) aggregate principal amount outstanding under the Revolving Credit Facility at such time (including outstanding Letters of Credit and Swing Line Advances) plus (B) the aggregate amount of obligations outstanding under Secured Cash Management Agreements at such time plus (C) the aggregate Agreement Value of all Secured Hedge Agreements at such time and (iv) the incurrence of such Indebtedness and the Liens securing such Indebtedness shall be permitted under the Related Documents, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Paying Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible AssigneesBorrower may, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) to exceed $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)350,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) 50,000,000. If the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant Borrower elects to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the request that existing Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan Lenders participate in such amount underincrease, and in accordance with, the terms of Section 2.18. At then at the time of sending such notice, the applicable Borrower shall request that the Paying Agent promptly notify the existing Revolving Credit Lenders of such request and (in consultation with the Administrative Paying Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 2 contracts
Samples: Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc)
Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, time request an increase in the Facilities (which increase may take the form of (i) one or more new tranches of term loans or increases to a then existing Tranche of Term Loans (the “Incremental Term Loans”) or (ii) one or more increases in the amount of Revolving Credit Facility Commitments (subject to item (iiieach such increase, a “Revolving Credit Commitment Increase”) in the below proviso) by an aggregate amount and/or one or more new tranches of increases in the Revolving Credit Facility (each such new Revolving Credit Facility, an “Additional Revolving Credit Commitment” and together with any Revolving Credit Commitment Increases, the “Incremental Revolving Increase”; together with any Incremental Term Loans, the “Incremental Facilities”) by an amount (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) exceeding, when added to the aggregate principal amount of all Incremental Term Loans made indebtedness incurred pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or 8.03(f), the operation of item (iii) in the following proviso)Maximum Incremental Facilities Amount; provided that (iA) any such request for an increase Incremental Revolving Increases shall be in a minimum amount of $25,000,000, 5,000,000 and (iiB) any such request for an increase which takes the Borrowers may make a maximum form of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and shall be in a minimum amount of $25,000,000 (iii) no more than 50% of the aggregate or, in either case, such lesser amount requested pursuant to this Section 2.17 (A) by the applicable Borrower as may be an increase acceptable to the Revolving Credit Facility and Administrative Agent or as is equal to all remaining availability under the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Maximum Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit LendersFacilities Amount).
Appears in 2 contracts
Samples: Credit Agreement (Everi Holdings Inc.), Credit Agreement (Everi Holdings Inc.)
Request for Increase. Provided there exists If no DefaultDefault or Event of Default has occurred and is continuing AMRC may at any time and from time to time, upon request (each an “Incremental Commitment Request”) by delivering a notice to the Administrative Agent (which who shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and substance thereof) that the Swingline Lender (which approvals shall not Delayed Draw Term Loan Commitment Amount be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) increased by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than exceeding $75,000,000 and the Revolving Loan Commitment Amount be increased by aggregate amount (xfor all such requests) not exceeding $350,000,000 less 15,000,000 (y) each such increase, an “Incremental Commitment”; and the amount of all Incremental Term Loans loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under each such Section or Incremental Commitment, the operation of item (iii) in the following proviso“Incremental Loans”); provided that (i) any each increase in the Revolving Loan Commitment Amount pursuant to this Section shall reduce, dollar-for-dollar, the amount by which the Delayed Draw Term Loan Commitment Amount may be increased pursuant to this Section; (ii) each such Incremental Commitment Request shall request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and $10,000,000 (or, if less, the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental of total amount) and integral multiples of $5,000,000 in excess thereof, in the case of increases of the Delayed Draw Term Loan in such amount underCommitment Amount, and in accordance with(B) $5,000,000 (or, if less, the terms remaining portion of Section 2.18such total amount) and integral multiples of $1,000,000 in excess thereof, in the case of increases of the Revolving Loan Commitment Amount; and (iii) AMRC may not submit more than five Incremental Commitment Requests during the term of this Agreement. At The notice by the Administrative Agent to the Lenders describing each Incremental Commitment Request shall specify the time of sending such notice, period (to be determined by the applicable Borrower (Borrowers in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall Agent but in no event be less than ten 15 Business Days from the date of delivery by AMRC of such notice the applicable Incremental Commitment Request to the Revolving Credit Lenders and Potential Revolving Credit Lenders)Administrative Agent) within which each Lender is required to inform the Administrative Agent whether such Lender intends to provide any portion of the applicable Incremental Commitment.
Appears in 2 contracts
Samples: Credit Agreement (Applied Medical Corp), Credit Agreement (Applied Medical Corp)
Request for Increase. Provided there exists no DefaultThe Borrowers may, upon from time to time, request by notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheldx) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Facility (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(aa “Revolving Credit Increase”)) not greater than (x) $350,000,000 less , (y) one or more increases in the amount of all Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrowers (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the aggregate principal amount for all such Incremental Increases shall not exceed, as of the date of any Incremental Increase, the greater of (A) $120,000,000 and (B) the amount of Consolidated Adjusted EBITDA for the immediately preceding four (4) prior Fiscal Quarters of the Borrowing Agent and its Subsidiaries; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000, 10,000,000 or a whole multiple of $1,000,000 in excess thereof (iior a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall increase the Letter of Credit Sublimit without the consent of the L/C Issuer; (iv) the Borrowers Borrowing Agent may make a maximum of five such three (3) requests (inclusive of any direct requests made for Incremental Term Loans Increases prior to the Maturity Date, and (v) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility Guaranty and the remaining portion of such requested increase under this Section 2.17 shall be deemed Collateral Documents on a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation pari passu basis with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)other Obligations hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)
Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and at any time after the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”))Closing Date, the Borrowers Company may from time to timerequest additional Commitments (each, request an increase in “Incremental Commitment” and, collectively, the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as “Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoCommitments”); provided that (i) after giving effect to any such request for an increase shall be in a minimum addition, the aggregate amount of Incremental Commitments that have been added pursuant to this Section 2.15 after the Amendment No. 2 Effective Date shall not exceed $25,000,000300,000,000 minus the amount, if any, of the then outstanding or committed Indebtedness permitted by clause (y) of Section 7.03(k), (ii) any such addition shall be in an aggregate amount of not less than $25,000,000 (or such lesser amount as may be acceptable to the Borrowers Administrative Agent or shall represent all remaining availability under this Section 2.15) and (iii) the Company may make a maximum of five three such requests after the Amendment No. 2 Effective Date. Incremental Commitments may be provided, at the option of the Company, by (inclusive i) increasing the aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Facility (each, a “Revolving Credit Facility Increase”) or (ii) creating a new tranche of any direct requests made for term loans (each, an “Incremental Term Loans pursuant Loan Facility”; and each term loan thereunder, an “Incremental Term Loan”; and each Revolving Credit Facility Increase and Incremental Term Loan Facility may also be referred to Section 2.18) and (iii) herein as an “Incremental Increase”); provided that no more than 50% of the aggregate amount requested pursuant to this Section 2.17 Revolving Credit Facility Increase shall (A) by increase the applicable Borrower may be an Swing Line Sublimit without the consent of the Swing Line Lender, (B) increase to the Revolving Letter of Credit Facility and Sublimit without the remaining portion consent of such requested the L/C Issuers or (C) increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms Alternative Currency Sublimit without the consent of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Required Revolving Credit Lenders).
Appears in 2 contracts
Samples: Credit Agreement (Tetra Tech Inc), Credit Agreement
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, time request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) Aggregate Commitments by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of in the proviso in this Section 2.17(a)aggregate) not greater than (x) exceeding $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)100,000,000; provided that (iI) any such request for an increase shall be in a minimum amount of $25,000,0005,000,000, (iiII) the Borrowers Borrower may select an increase of Term A Commitments and/or Term B Commitments, and (III) the Borrower may make a maximum of five three (3) such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18requests. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders). Any increase of the Aggregate Commitments pursuant to this Section 2.16 shall be subject to the agreement of one or more Lenders or Eligible Assignees (who may or may not then be a Lender hereunder) to provide such increased Commitments pursuant to the terms hereof. Any additional term loans made pursuant to any increase in the Aggregate Commitments shall be made on the same terms (including, without limitation, interest terms, payment terms and maturity date) as the existing Term A Loans or Term B Loans, as applicable (it being understood that customary arrangement, commitment or upfront fees payable to one or more arrangers (or their affiliates) or one or more of the lenders providing the increase of Aggregate Commitments (each an “Increasing Term Lender”), as the case may be, may be different than those paid with respect to the Lenders under the Term Loans on the Closing Date or with respect to any Increasing Term Lender in connection with any other increase in Aggregate Commitments pursuant to this Section 2.16).
Appears in 2 contracts
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Request for Increase. Provided there exists no Default, upon Upon notice (an “Increase Request”) to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may Borrower may, without the consent of any Lender, from time to time, time request an increase in the Revolving Credit Facility Commitments (subject to item (iiiany such increase an “Incremental Commitment”) in aggregate principal amount, which when added to the below proviso) by an aggregate principal amount of increases in the Revolving Credit Facility (for all other Incremental Commitments provided prior to such requests, but excluding all portions of request does not exceed the Maximum Incremental Amount at such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)time; provided that (i) any such request for an increase Incremental Commitment shall be in a minimum amount equal to the lesser of (x) $25,000,000, 25,000,000 and (iiy) the Borrowers may make remaining Maximum Incremental Amount at such time; provided, further, if Incremental Commitments in excess of the Maximum Incremental Amount are provided hereunder prior to the Initial Funding Date, then, to the extent elected by each Initial Lender (in its sole discretion), the outstanding Commitments of each such electing Initial Lender shall be reduced on a maximum pro rata basis according to the Total Commitments of five such requests electing Initial Lenders by an amount equal to the lesser of (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18x) such excess and (iiiy) no more than 50% of the aggregate amount requested pursuant of Commitments of the Initial Lenders that have elected to this Section 2.17 reduce (A) such amount, the “Total Reduction Amount”), it being understood that no Initial Lender shall be required to reduce its Commitments by more than it elects and the applicable Borrower outstanding Commitments of an electing Initial Lender may be an increase reduced on a greater than pro rata basis to the Revolving Credit Facility and the utilize any remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Total Reduction Amount not utilized by any other Initial Lenders).
Appears in 1 contract
Request for Increase. Provided (i) subject to Section 1.10, there exists no DefaultDefault both before and after giving effect to any Incremental Revolving Commitment or Incremental Term Commitment (including compliance by the Company with the covenants set forth in Sections 7.10, 7.11 and 7.12 determined on a pro forma basis) and (ii) upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Company may from time to time, request request, and, subject to this Section 2.14 (including Section 2.14(c)) Lenders hereby consent to, (x) an increase in the Revolving Credit Facility (subject to item each, an “Incremental Revolving Commitment”) and/or (iiiy) in the below proviso) establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of in the proviso in this Section 2.17(a)aggregate) not greater than (x) exceeding $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)250,000,000; provided that (iA) any such request for an increase shall be in a minimum amount of $25,000,0005,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iiiB) no more than 50% such increase shall increase the Letter of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance withSublimit, the terms of Section 2.18Domestic Swing Line Sublimit, the Foreign Swing Line Sublimit or the Foreign Borrower Sublimit. At the time of sending such notice, the applicable Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders or such other time period as agreed to by the Borrower and any Lender providing an Incremental Revolving Credit Lenders Commitment or an Incremental Term Commitment); provided further that, solely to the extent the proceeds thereof are applied to (w) fund the acquisition (the “Contemplated Acquisition”) by the Company of certain assets of the business, and Potential Revolving Credit Lenderscertain outstanding common stock, belonging directly or indirectly to GNA Financing, Inc., a Delaware corporation, or certain of its subsidiaries and affiliates (collectively, the “Target”), pursuant to a certain purchase agreement to be entered into by the Company and the Target on terms and conditions satisfactory to the Administrative Agent (together with the exhibits and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time, the “Contemplated Purchase Agreement”), (x) repay certain existing indebtedness of the Target and its subsidiaries, and (y) pay transaction fees and expenses related thereto, the Company may request Incremental Term Commitments up to an amount of $600,000,000 (the “Acquisition Incremental Loans”); provided further that, (i) immediately after the incurrence of the Acquisition Incremental Loans, or (ii) in the event that the Contemplated Acquisition is consummated without the incurrence of the Acquisition Incremental Loans, the amount that the Company may request hereunder shall not exceed $250,000,000.”
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify or the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”))Incremental Arranger, the Borrowers may Borrower may, from time to time, request an increase in one or more additional Facilities of term loans or additional term loans of the Revolving Credit same Facility as any existing Term Loans (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as “Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoLoans”); provided that (i) the Consolidated Interest Coverage Ratio, calculated on a pro forma basis, after giving effect to the incurrence of such Incremental Term Loans and the use of proceeds thereof, shall not be less than 2.00:1.00 for the most recently completed four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.01, (ii) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000, (iiiii) the Borrowers may make a maximum interest rate, maturity and amortization schedule for any new Facility of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant shall be determined by the Borrower and the applicable Lenders under such Facility, (iv) except with respect to Section 2.18items in clauses (iii) and (v) of this Section 2.17(a) and Section 2.17(e) below, Incremental Term Loans shall be on terms and subject to conditions and pursuant to documentation to be determined by the Borrower and the applicable lenders under such Facility; provided that, to the extent such terms and documentation are not consistent with the Term Loans (except to the extent permitted by clause (iii) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, to the extent that any financial maintenance covenant or any other covenant is added for the benefit of any Incremental Term Loan, no more than 50% consent shall be required from the Administrative Agent or any of the aggregate amount requested pursuant Lenders to this Section 2.17 the extent that such financial maintenance covenant or other covenant is (A1) by also added for the benefit of all existing Loans or (2) only applicable Borrower after the Latest Maturity Date), (v) such Incremental Term Loans may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan provided in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with any currency as mutually agreed among the Administrative Agent, the Borrower and the applicable lenders under such Facility and (vi) shall specify the time period within which each Revolving Credit identity of the lenders under such Facility, if such lenders are not a Lender, an Affiliate of a Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date an Approved Fund as of delivery of such notice immediately prior to the Revolving Credit Lenders and Potential Revolving Credit Lendersexecution of the Incremental Facility Amendment, shall be reasonably satisfactory to the Administrative Agent (not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Credit Agreement (Broadcom Inc.)
Request for Increase. Provided there exists no Default, upon notice At any time and from time to time prior to the Termination Date, so long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right to request an increase of the aggregate of the then outstanding Commitments (including the Letter of Credit Sublimit) by an amount as would cause the Total Commitments not to exceed $900,000,000 in the aggregate. The Administrative Agent and the Lead Borrower shall determine the effective date of such requested increase and any such requested increase shall be first made available to all existing Lenders on a pro rata basis. To the extent that, on or before the tenth (which shall promptly notify 10th) day following such request for an increase hereunder, the Revolving Credit existing Lenders and other Eligible Assignees selected decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Domestic Lead Borrower, or fail to respond to such request for an increase, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for one or more other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower with and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, each L/C Issuer the Issuing Banks and the Swingline Lender Lead Borrower (which approvals approval shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item and (iii) in without the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) consent of the proviso in Administrative Agent, at no time shall the Commitment of any Additional Lender under this Section 2.17(a)) not greater Agreement be less than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase 10,000,000. Each Commitment Increase shall be in a minimum aggregate amount of at least $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, 25,000,000 and in accordance with, the terms integral multiples of Section 2.18. At the time of sending such notice, the applicable Borrower ($5,000,000 in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)excess thereof.
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time request (i) one or more incremental term loan commitments (each, an “Incremental Term Loan Commitment) to make one or more additional term loans (any such additional term loan, an “Incremental Term Loan”) or (ii) one or more increases in the Aggregate Revolving Credit Lenders Commitments (each, an “Incremental Revolving Credit Facility Increase” and, together with the Incremental Term Loan Commitments and other Incremental Term Loans, the “Incremental Increases”); provided that (A) the aggregate amount of all Incremental Increases shall not exceed $300,000,000, (B) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (unless the Administrative Agent agrees to a smaller amount) and (C) the Company may make a maximum of three such requests in respect of Incremental Revolving Credit Increases and three such requests in respect of the Incremental Term Loan Commitments. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify (i) the identity of each existing Lender and each Eligible Assignees selected by Assignee to whom the Domestic Borrower with Company proposes any portion of such Incremental Increase be allocated and the amounts of such allocations (each such Lender or Eligible Assignee, an “Incremental Lender”); provided that (A) any Incremental Lender approached to provide all or a portion of such Incremental Increase may elect or decline, in its sole discretion, to provide such Incremental Increase and (B) any such Eligible Assignee shall be subject to the approval of the Administrative AgentAgent and, each L/C Issuer and in the case of an Incremental Revolving Credit Facility Increase, the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)withheld or delayed), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Incremental Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit applicable Incremental Lenders).
Appears in 1 contract
Samples: Credit Agreement (Aptargroup Inc)
Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to timetime on or after the Closing Date, request an increase in the Revolving Credit Facility (subject Aggregate Commitments to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) exceeding $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)150,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) 25,000,000 or such other amount agreed to by the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) Borrower and (iii) no more than 50% of the aggregate amount requested Administrative Agent. Each notice from the Borrower pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent2.14(a) shall specify the identity of each Lender and each Eligible Assignee that it has or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06). Each designated existing Lender shall notify the Administrative Agent and the Borrower within 10 Business Days whether or not it agrees to provide all or a portion of such increase and, if so, whether by an amount equal to, greater than, or less than, its Applicable Percentage of such requested increase. Any existing Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase offered to it. Any designated Lender not responding within such time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested shall be deemed to respond (which shall in no event be less than ten Business Days from the date of delivery have declined to increase its Commitment. Any Eligible Assignee providing any portion of such notice increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Revolving Credit Lenders Administrative Agent and Potential Revolving Credit its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall notify the Borrower and each Lender of the Lenders)’ responses to each request made hereunder.
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Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, time request an increase in the Facilities (which increase may take the form of (i) one or more new tranches of term loans or increases to the Term B Facility (the “Incremental Term Loans”) or (ii) one or more increases in the amount of Revolving Credit Facility Commitments (subject to item (iiieach such increase, a “Revolving Credit Commitment Increase”) in the below proviso) by an aggregate amount and/or one or more new tranches of increases in the Revolving Credit Facility (each such new Revolving Credit Facility, an “Additional Revolving Credit Commitment” and together with any Revolving Credit Commitment Increases, the “Incremental Revolving Increase”; together with any Incremental Term Loans, the “Incremental Facilities”) by an amount (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) exceeding, when added to the aggregate principal amount of all Incremental Term Loans made indebtedness incurred pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or 8.03(l), the operation of item (iii) in the following proviso)Maximum Incremental Facilities Amount; provided that (iA) any such request for an increase Incremental Revolving Increases shall be in a minimum amount of $25,000,000, 5,000,000 and (iiB) any such request for an increase which takes the Borrowers may make a maximum form of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and shall be in a minimum amount of $25,000,000 (iii) no more than 50% of the aggregate or, in either case, such lesser amount requested pursuant to this Section 2.17 (A) by the applicable Borrower as may be an increase acceptable to the Revolving Credit Facility and Administrative Agent or as is equal to all remaining availability under the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Maximum Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit LendersFacilities Amount).
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Request for Increase. Provided there exists no Default or Event of Default, upon upon(a) notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may Borrower may, from time to time, request an increase in the Aggregate Revolving Credit Facility Commitments and/or the 69 Existing Term Loan, or the funding of one or more tranches of additional term loans hereunder (subject to item (iii) in the below proviso“Additional Term Loans”) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding ) not exceeding $500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the Existing Term Loan plus all portions of such increase requests that are allocated as Incremental Additional Term Loans pursuant equal to item $1,750,000,000 (iii) of the proviso in this Section 2.17(a“Total Facility Amount”)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000 and in whole increments of $5,000,000 in excess thereof; provided, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable further, at Borrower’s option, Borrower may be an increase to the Revolving Credit Facility and the remaining portion of request that any such requested increase under or funding be effected through the addition of one or more term loan commitments with respect to one or more tranches of additional term loans (the “Additional Term Commitments”) (and, in such event, all references in this Section 2.17 2.19 to any increase or funding, as and to the extent applicable at any time, shall be deemed a request for an Incremental and construed to mean and refer to any such term loan commitmentAdditional Term Commitment in the amount of such increase or funding, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitmentAdditional Term Commitment in the amount of such increase (it being understood and agreed that, without limiting the generality of this clause (2), any Additional Term Commitments shall be effected pursuant to one or more New Term Loan in such amount underAmendments executed and delivered by the Credit Parties, the Administrative Agent, and in accordance with, the terms of Section 2.18applicable Term Lenders). At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Existing Term Loan or any notice of such requested funding of an Additional Term Loan, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).. The terms and provisions of any Additional Term Commitments and any Additional Term Loans, including the pricing, maturity, fees payable, and other terms thereof, shall be as agreed by the Administrative Agent, the applicable Term Lenders, and the Borrower and set forth in the applicable New Term Loan Amendment; provided that, without the prior written consent of all other Lenders, no Additional Term Loan shall (A) have a maturity date that is earlier than the maturity date of any existing Term Loan or the Revolving Maturity Date, (B) require scheduled amortization of such Additional Term Loan prior to the maturity date of any existing Term Loans or the Revolving Maturity Date, but such Additional Term Loan may permit voluntary prepayment (subject to sub-clause (C) hereof), and (C) rank higher than pari passu in right of payment and with respect to security with all Revolving Loans and any existing Term Loans or have different borrower or guarantors as the Borrower and Guarantors with respect to all Revolving Loans and existing Term Loans. Except as set forth in the immediately prior sentence with respect to the maturity date of any Additional Term Loans made pursuant to this Section 2.19, no Lender that is not a Term Lender with respect to such tranche of Additional Term Loans shall have any consent rights with respect to the terms of such Additional Term Loans set forth in such New Term Loan Amendment so long as such terms are in accordance with the provisions of this Agreement. Each New Term Loan Amendment may, without the consent of any other Lenders, but subject to Sections 11.4(a), (b) and (c), effect such amendments to this Agreement and the other Loan Documents as are consistent with this Section 2.19 and may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.19 with respect thereto. Lender Elections to Increase. Each Lender may decline or elect to participate in(b) such requested increase in the Aggregate Revolving Commitments and/or Existing Term Loan or such requested funding of an Additional Term Loan, in each case in its sole discretion, and each Lender shall notify the Administrative Agent within such time period whether or not it agrees to 70 increase its Revolving Commitment and/or Existing Term Loan and/or participate in the funding of an Additional Term Loan and, if so, whether by an amount equal to, greater than, or less than its Revolving Commitment Percentage ofor pro rata share of the Existing Term Loan, as applicable, of such requested increase or funding (based on such Lender’s Revolving Commitments and the Aggregate Revolving Commitments or pro rata share and outstanding amount of the Existing Term Loan, as applicable, in effect immediately prior to the effectiveness of any such increase or funding). Any Lender not responding within such time period shall be deemed to have declined to (x) increase its Revolving Commitment and/or Existing Term Loan and (y) participate in the funding of an Additional Term Loan. Notification by Administrative Agent; Additional Lenders. The Administrative(c) Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request for increase or funding made hereunderunder this Section 2.19. To achieve the full amount (or any lesser amount acceptable to the Borrower and the Administrative Agent) of a requested increase or funding (in the event that the aggregate amount of increases in individual Revolving Commitments and/or Existing Term Loan or funding of an Additional Term Loan by then-existing Lenders is less than the aggregate amount of the requested increase or funding) and subject to the approval of the Borrower, Administrative Agent, the Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld), the Borrower, the Administrative Agent or the Lead Arrangers (or any of the them) may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement and/or commitment agreements in form and substance reasonably satisfactory as to its inclusion of such Eligible Assignees to the Administrative Agent and its counsel. To the extent that the joinder or commitment agreements described above provide for an applicable margin of, and/or commitment or facility fee for, additional Revolving Commitments and/or Existing Term Loan greater than the Applicable Margin and/or Facility Fee with respect to the existing Revolving Commitments and/or Existing Term Loan at such time, the Applicable Margin and/or the Facility Fee (as applicable) for the existing Revolving Commitments and/or Existing Term Loan shall be increased automatically (without the consent of the Required Lenders) such that the Applicable Margin and/or the Facility Fee (as applicable) for such existing Revolving Commitments and/or Existing Term Loan is not less than the applicable margin and/or the commitment fee or facility fee (as applicable) for such additional Revolving Commitments and/or Existing Term Loan. For the avoidance of doubt, the joinder or commitment agreements described above with respect to an Additional Term Loan may have applicable margins, commitment or facility fees, and other terms that are different than those of the Revolving Commitments and/or Existing Term Loan without requiring any modification of such terms. Effective Date and Allocations. If the Aggregate Revolving Commitments(d) and/or Existing Term Loan are increased, or an Additional Term Loan is funded, in any case in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase or funding. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase or funding and the Increase Effective Date. Conditions to Effectiveness of Increase. As a condition precedent to each such(e) increase in the Aggregate Revolving Commitments and/or Existing Term Loan, or such funding of an Additional Term Loan, the Borrower shall deliver to the Administrative Agent (x) a certificate of each Credit Party dated as of the Increase Effective Date signed by an Authorized Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase or funding, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase or funding, (A) the representations 71
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Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to timetime request to increase the amount of the existing Revolving Commitments (an “Increased Revolving Commitment”), request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount not exceeding the (i) sum of increases in (A) the Revolving Credit Facility (for all such requests, but excluding all portions greater of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less 30,000,000 and (y) 100% of Consolidated EBITDA for the amount Test Period ending immediately on or prior to the date of such incurrence plus all Incremental Term Loans made pursuant interest (including interest which, but for the filing of a petition in bankruptcy with respect to Section 2.18 (whether pursuant to a direct the Borrower request under such Section or the operation of item (iii) Subsidiary Guarantors, would have accrued, whether or not a claim is allowed against the Borrower or such Subsidiary Guarantor for such interest in the following provisorelated bankruptcy proceeding), fees, expenses, indemnification or other amounts owed to the Lenders hereunder or under any other Loan Document and all Hedging Obligations related thereto less (ii) the Aggregate Revolving Commitments and the aggregate principal of any Increased Revolving Commitments then outstanding; provided that (iA) any such request for an increase Increased Revolving Commitment shall be in a minimum amount of the lesser of (x) $25,000,000, 5,000,000 (ii) or such lesser amount as may be approved by the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18Administrative Agent) and (iiiy) the entire remaining amount available under this Section for Increased Revolving Commitments and (B) the Borrower shall make no more than 50% a total of 2 requests for Increased Revolving Commitments under this Section 2.25. An Increased Revolving Commitment may be provided by any existing Lender or other Person, in each case, that is an Eligible Assignee (each such existing Lender or other Person that provides such Increased Revolving Commitment, a “New Revolving Lender”); provided that each New Revolving Lender shall be subject to the consent (in each case, not to be unreasonably withheld or delayed) of the aggregate amount requested Administrative Agent. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to provide an Increased Revolving Commitment pursuant to this Section 2.17 (A) by and any election to do so shall be in the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion sole discretion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)Lender.
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Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may Company may, from time to time, request an increase in by notice to the Revolving Credit Facility Administrative Agent (subject to item (iiix) in the below proviso) by an aggregate amount of one or more increases in the Aggregate Commitments in the form of revolving Loans (each, a “Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iiiIncrease”) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less or (y) one or more term loan tranches to be made available to the amount of all Company (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $400,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,00050,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) each Incremental Term Loan shall have an Applicable Rate or pricing grid, (ii) maturity date, mandatory prepayments and an amortization schedule as determined by the Borrowers may make a maximum of five Lenders providing such requests (inclusive of any direct requests made for Incremental Term Loans and the Company; (iv) each Revolving Credit Increase shall have the same terms (other than as to fees payable at the closing thereof) and be pursuant to Section 2.18the same documentation as the revolving Loans provided hereunder on the Closing Date; (v) and except as provided in clause (iii) no more than 50% of above, with respect to any Incremental Term Loan, this Agreement and the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower other Loan Documents may be an increase amended, in form and substance reasonably satisfactory to the Revolving Credit Facility Administrative Agent, the Company and the remaining portion of lenders providing such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan (and no other Lenders), to the extent necessary to include such terms as are customary for a term loan commitment, including assignments and voting provisions; provided that if any terms taken as a whole are materially more favorable to the applicable lenders providing such Incremental Term Loan than terms applicable under this Agreement and the other Loan Documents (prior to such amendment), as reasonably determined by the Administrative Agent in consultation with the Company, then such amount under, terms shall be added for the benefit of all the Lenders hereunder (except to the extent such terms apply only after the latest Maturity Date prior to such Incremental Term Loan); and in accordance with, (vi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed pursuant to the terms of Section 2.18the Guaranty on a pari passu basis with the other Obligations hereunder and shall be unsecured. At the option of the Company, Incremental Increases may be (but shall not be required to be) provided by any existing Lender or by other persons in accordance with subsection (c) below. At the time of sending such notice, the applicable Borrower Company (in consultation with the Administrative Agent) shall specify whether such Incremental Increase is being offered to existing Lenders and, if so, the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)respond.
Appears in 1 contract
Samples: Credit Agreement (Idex Corp /De/)
Request for Increase. Provided there exists no Default or Event of Default, upon upon(a) notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may Borrower may, from time to time, request an increase in the Aggregate Revolving Credit Facility Commitments and/or the 69 Existing Term Loan, or the funding of one or more tranches of additional term loans hereunder (subject to item (iii) in the below proviso“Additional Term Loans”) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding ) not exceeding $500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the Existing Term Loan plus all portions of such increase requests that are allocated as Incremental Additional Term Loans pursuant equal to item $1,750,000,000 (iii) of the proviso in this Section 2.17(a“Total Facility Amount”)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000 and in whole increments of $5,000,000 in excess thereof; provided, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable further, at Borrower’s option, Borrower may be an increase to the Revolving Credit Facility and the remaining portion of request that any such requested increase under or funding be effected through the addition of one or more term loan commitments with respect to one or more tranches of additional term loans (the “Additional Term Commitments”) (and, in such event, all references in this Section 2.17 2.19 to any increase or funding, as and to the extent applicable at any time, shall be deemed a request for an Incremental and construed to mean and refer to any such term loan commitmentAdditional Term Commitment in the amount of such increase or funding, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and provisions of this Section 2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitmentAdditional Term Commitment in the amount of such increase (it being understood and agreed that, without limiting the generality of this clause (2), any Additional Term Commitments shall be effected pursuant to one or more New Term Loan in such amount underAmendments executed and delivered by the Credit Parties, the Administrative Agent, and in accordance with, the terms of Section 2.18applicable Term Lenders). At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Existing Term Loan or any notice of such requested funding of an Additional Term Loan, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).. The terms and provisions of any Additional Term Commitments and any Additional Term Loans, including the pricing, maturity, fees payable, and other terms thereof, shall be as agreed by the Administrative Agent, the applicable Term Lenders, and the Borrower and set forth in the applicable New Term Loan Amendment; provided that, without the prior written consent of all other Lenders, no Additional Term Loan shall (A) have a maturity date that is earlier than the maturity date of any existing Term Loan or the Revolving Maturity Date, (B) require scheduled amortization of such Additional Term Loan prior to the maturity date of any existing Term Loans or the Revolving Maturity Date, but such Additional Term Loan may permit voluntary prepayment (subject to sub-clause (C) hereof), and (C) rank higher than pari passu in right of payment and with respect to security with all Revolving Loans and any existing Term Loans or have different borrower or guarantors as the Borrower and Guarantors with respect to all Revolving Loans and existing Term Loans. Except as set forth in the immediately prior sentence with respect to the maturity date of any Additional Term Loans made pursuant to this Section 2.19, no Lender that is not a Term Lender with respect to such tranche of Additional Term Loans shall have any consent rights with respect to the terms of such Additional Term Loans set forth in such New Term Loan Amendment so long as such terms are in accordance with the provisions of this Agreement. Each New Term Loan Amendment may, without the consent of any other Lenders, but subject to Sections 11.4(a), (b) and (c), effect such amendments to this Agreement and the other Loan Documents as are consistent with this Section 2.19 and may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.19 with respect thereto. Lender Elections to Increase. Each Lender may decline or elect to participate in(b) such requested increase in the Aggregate Revolving Commitments and/or Existing Term Loan or such requested funding of an Additional Term Loan, in each case in its sole discretion, and each Lender shall notify the Administrative Agent within such time period whether or not it agrees to 70
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Request for Increase. Provided there exists If no DefaultDefault or Event of Default has occurred and is continuing, upon the Borrower may, from time to time, request (each an “Incremental Commitment Request”) by delivering a notice to the Administrative Agent (which who shall promptly notify the Lenders of the substance thereof) that (x) prior to the Maturity Date of the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative AgentFacility, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility Loan Commitment Amount (subject to item each, an “Incremental Revolving Commitment”) and/or (iiiy) in the below proviso) establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”; together with the Incremental Revolving Commitment, each a “Incremental Commitment” and together, the “Incremental Commitments”), by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) exceeding $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)150,000,000; provided that (i) any each such Incremental Commitment Request shall request for an increase shall be in a minimum amount of $25,000,00010,000,000 (or, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and if less, the remaining portion of such requested increase under of total amount) and integral multiples of $5,000,000 in excess thereof; and (ii) the Borrower may not submit more than four (4) Incremental Commitment Requests during the term of this Section 2.17 Agreement. The notice by the Administrative Agent to the Lenders describing each Incremental Commitment Request shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At specify the time of sending such notice, period (to be determined by the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall Agent but in no event to be less than ten fifteen (15) Business Days from the date of delivery by the Borrower of such notice the applicable Incremental Commitment Request to the Revolving Credit Lenders and Potential Revolving Credit Lenders)Administrative Agent) within which each Lender is required to inform the Administrative Agent whether such Lender intends to provide any portion of the applicable Incremental Commitment.
Appears in 1 contract
Samples: Credit Agreement (GrubHub Inc.)
Request for Increase. Provided there exists no DefaultUnless a Default or an Event of Default has occurred and is then continuing, upon notice so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, Administrative Borrower may make a maximum of two (2) requests that the Lenders increase their Commitments hereunder in minimum increments of $5,000,000 (each such increase, an “Accordion Activation” and the amount of each such increase, an “Accordion Amount”); provided that (i) Administrative Borrower shall have made such request to Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by Lenders) on or subsequent to the Domestic Borrower with Effective Date but no later than one hundred eighty (180) days prior to the approval of the Administrative AgentTermination Date, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iiiii) in no event shall the below provisoCommitments be increased pursuant to this Section 2.2(h) by an aggregate amount of increases which exceeds, in the Revolving Credit Facility (for all such requestsaggregate, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% Default or Event of Default will occur as a result of such Accordion Activation, (iv) no default or event of default will occur under any other agreement of Indebtedness as a result of such Accordion Activation, (v) Borrowers shall pay Agent (for the ratable benefit of the aggregate amount requested pursuant Accordion Lenders, subject to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility any letter agreement between Agent and the remaining portion Accordion Lenders), such fees and other compensation as Borrowers, Agent and the Accordion Lenders shall agree based upon current market conditions at the time of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount underAccordion Activation, and in accordance with, the terms of Section 2.18(vi) Borrowers shall pay Agent (solely for its own benefit) such arrangement fees as Borrowers and Agent shall agree. At the time of sending making any such noticerequest, the applicable Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Request for Increase. Provided there exists no Event of Default and no Event of Default would arise therefrom (provided that, solely in the case of any increase requested in connection with a Limited Condition Transaction, such condition as of the date of funding such increase shall be that no Event of Default exists or would arise therefrom, but as of the date of the related commitment to fund such increase shall be limited to no Specified Event of Default), upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower Agent may from time to time, time request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) Aggregate Commitments by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) exceeding $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) 150,000,000 in the following proviso)aggregate, which increase shall be on the same terms and conditions as then exist for the Aggregate Commitments; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00025,000,000 (or $10,000,000 with respect to a first-in, last-out tranche) or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above and (ii) the Borrowers may make a maximum up to $20,000,000 of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower increase may be an increase used to establish a "first-in, last-out" tranche upon substantially the same terms and conditions as the Revolving Credit Facility immediately before giving effect thereto, except for advance rates not to exceed (x) 5% of the Value of Eligible Non-Investment Grade Accounts and/or (y) the lesser of (a) 10% of the Value of Eligible Inventory or (b) 5% of the NOLV Percentage of the Value of Eligible Inventory, a separate borrowing base and such other changes as are reasonable and customary for a first-in, last-out facility, in each case as may be agreed in writing solely by the Administrative Agent (such agreement not to be unreasonably withheld), the Borrowers and the remaining portion of Lenders providing such requested increase under facility in an amendment to this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18Agreement. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agentb) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond [Reserved]. (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lendersc).
Appears in 1 contract
Request for Increase. Provided that (i) there exists no Default, (ii) the Borrower shall be in compliance with the covenants contained in Section 5.04 (as determined on a Pro Forma Basis, (x) after giving full effect to the incurrence of the requested Incremental Facility, and (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the requested Incremental Revolving Facility (if any), are fully drawn) and (iii) the incurrence of such Debt and the Liens securing such Debt shall be permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C), upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Paying Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible AssigneesBorrower may, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by each an aggregate amount of increases in the “Incremental Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iiiFacility”) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less or (y) the addition of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Facility”); provided, that in no event shall the aggregate principal amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under Facilities incurred after the Closing Date exceed the Incremental Amount at such Section or the operation of item (iii) in the following proviso)time; provided provided, further that (i) any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000, (ii) . If the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant Borrower elects to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the request that existing Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for Lenders participate in an Incremental Term Loan in such amount underFacility, and in accordance with, the terms of Section 2.18. At then at the time of sending such notice, the applicable Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Paying Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Request for Increase. Provided there exists no DefaultDefault has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify Borrower may, on any Business Day after the Revolving Credit Lenders and other Eligible Assignees selected by date hereof, without the Domestic Borrower consent of any Lender but with the approval written consent of the Administrative Agent, each the L/C Issuer and the Swingline Swing Line Lender (which approvals consents shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)withheld or delayed), increase the Borrowers may from time Aggregate Commitments by delivering a request therefor at least five Business Days prior to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions desired effective date of such increase requests (a) containing a certification of a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase and (ii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the effective date of any such Aggregate Commitments increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are allocated true and correct in all material respects (provided, that to the extent any representation and warranty is qualified as Incremental Term Loans to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date (and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements furnished pursuant to item clauses (iiia) and (b), respectively, of the proviso in this Section 2.17(a6.1), and (b) not greater than identifying one or more additional Eligible Assignees (xeach, a “New Lender”) $350,000,000 less (yor additional Commitments agreed to be made by one or more existing Lenders) and the amount of all Incremental Term Loans made pursuant to Section 2.18 each such Person’s Commitment (whether pursuant to a direct Borrower request under such Section or additional amount of its Commitment), and the operation of item (iii) in Administrative Agent shall promptly notify the following proviso)Lenders thereof; provided that (i) any such request for an increase prior to approaching a New Lender, the Borrower shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase have offered to the Revolving Credit Facility existing Lenders the opportunity to increase their respective Commitments; provided further, if a Lender has not informed the Borrower and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan Administrative Agent in such amount underwriting, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery such offer by the Borrower, that such Lender intends to participate in the increase of the Aggregate Commitments, then such notice Lender shall be deemed to have rejected the offer by Borrower to increase its Commitment. The Borrower may not make more than one such Aggregate Commitments increase request in any calendar year, no such requested increase in the Aggregate Commitments shall be in an amount less than $25,000,000, and in the aggregate such requests shall not exceed $200,000,000. The Borrower and each New Lender shall have executed and delivered to the Revolving Administrative Agent a New Lender Agreement (each, a “New Lender Agreement”) substantially in the form of Exhibit H and the Administrative Agent, the L/C Issuer and the Swing Line Lender shall, if acceptable to them in their respective reasonable discretion, execute the same. The effective date of the Aggregate Commitments increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, (x) each New Lender (or, if applicable, each existing Lender that consented to an increase in its Commitment) shall advance Loans, and the Borrower shall prepay any outstanding Loans (and pay any additional amounts required pursuant to Section 3.5) in an amount sufficient that after giving effect to its Loan each Lender (including each New Lender) shall have outstanding its pro rata share of the Loans and (y) each New Lender and increasing existing Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Letters of Credit Lenders in accordance with its new Applicable Percentage. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Aggregate Commitments increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and Potential Revolving Credit Lenders)no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.
Appears in 1 contract
Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders Term Lenders) and other Eligible Assignees selected by without requiring the Domestic Borrower with the approval consent of any of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”))Lenders other than as specifically set forth in this Section, the Borrowers Company may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) Term Loans, in the below provisoform of either (i) an increase in the Term Commitments then in effect under this Agreement or (ii) the addition of one or more term loan facilities pursuant to which the Borrowers may borrow a new tranche of term loans (“Add-On Term Loans”), by an aggregate amount of (for all such requests, together with all increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a2.20(a)) not greater than to exceed the Incremental Amount by (xA) $350,000,000 less (y) increasing the amount of all Incremental respective Term Commitments of, or providing for Add-On Term Loans to be made by, one or more existing Term Lenders that have agreed to such increase or to make such Add-On Term Loans, as the case may be, and/or (B) adding one or more Eligible Assignees as Term Lenders hereunder pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii1) in the following proviso)case of an increase in accordance with clause (a)(i) above, an amendment to this Agreement as contemplated by clause (b)(i) below, or (2) in the case of the addition of Add-On Term Loans in accordance with clause (a)(ii) above, an Add-On Term Joinder Agreement as contemplated by clause (b)(ii) below; provided that (iA) any such request for an increase shall be in a minimum amount of $25,000,00050,000,000 (or, (ii) if less, the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18amount representing all remaining availability under this sentence) and whole multiples of $10,000,000 in excess thereof and (iiiB) no more than 50% any such additional Term Lender shall be subject to the approval of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond Agent (which approval shall in no event not be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lendersunreasonably withheld or delayed).
Appears in 1 contract
Samples: Credit Agreement (Oshkosh Corp)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Company may from time to time, time request an increase in (a) prior to the Maturity Date for the Revolving Credit Facility Facility, an increase to the existing Revolving Credit Commitments (subject to item which increase may take the form of new and/or additional revolving tranches (iiiwhich additional revolving tranches may include additional Alternative Currency Sublimits and additional approved Alternative Currencies)) in (each an “Incremental Revolving Commitment”) and/or (b) the below proviso) establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) exceeding $350,000,000 less (y) 300,000,000250,000,000 after the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)Fourth Amendment Effective Date; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers Company may make a maximum of five two such requests after the Fourth Amendment Effective Date. Each such request shall specify (inclusive of any direct requests made for i) the date (each, an “Increase Effective Date”) on which the Company proposes that the Incremental Term Loans pursuant to Section 2.18Commitments shall be effective, which shall be a date not less than ten (10) and (iii) no more than 50% of Business Days after the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase date on which such notice is delivered to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower Administrative Agent (in consultation with unless otherwise agreed to by the Administrative Agent) and (ii) the identity of each Eligible Assignee to whom the Company proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond be in an aggregate amount of at least $10,000,000 (which shall in no event provided that such amount may be less than ten Business Days from $10,000,000 if such amount represents all remaining availability under the date aggregate limit in respect of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit LendersIncremental Commitments set forth above).
Appears in 1 contract
Samples: Credit Agreement (Stericycle Inc)
Request for Increase. Provided there exists no DefaultThe Borrower may, upon from time to time, request by written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheldx) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Facility (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(aa “Revolving Credit Increase”)) not greater than (x) $350,000,000 less , (y) one or more increases in any Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the amount of all Borrower (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases, in the aggregate, after the ClosingAmendment No. 1 Effective Date (including the then requested Incremental Increase) shall not exceed the sum of (such amount, the “Incremental Cap”) (x)(A) the greater of (I) the Dollar Equivalent of $250,000,000 (for the avoidance of doubt, no Lender with respect to any Incremental Increase shall be obligated to disburse any Incremental Increases in any currency other than Dollars or Canadian Dollars without its consent) and (II) 65% of EBITDA for the Administrative Borrower and its Restricted Subsidiaries for the last four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates required by Section 6.01(a) or 6.01(b) have been delivered, plus (y) all voluntary prepayments of Term Loans plus (z) such additional unlimited amounts, such that, after giving effect to such Incremental Increases, the First Lien Leverage Ratio of the Administrative Borrower shall be no greater than 2.50 to 1.00 on a pro forma basis (without netting the proceeds of such Incremental Increases and treating all Incremental Increases then incurred as fully drawn for purposes of such calculation); (ii) any such request for an increase Incremental Increase shall be in a minimum Dollar or Dollar Equivalent amount of $25,000,000, 5,000,000 (ii) or a lesser amount in the Borrowers may make a maximum of five event such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and amount represents all remaining availability under this Section); (iii) no more than 50% Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the aggregate amount requested pursuant Swing Line Lender; (iv) any Revolving Credit Increase may, at the request of the Borrower, be available for the issuance of Letters of Credit within the limits of the L/C Issuer Sublimits; (v) no Incremental Term Loan shall mature earlier than the latest Maturity Date for any Term Facility then in effect or have a shorter weighted average life to this Section 2.17 maturity than the remaining weighted average life to maturity of any Term Facility; (vi) each Incremental Term Loan shall (A) rank pari passu in right of payment, prepayment, voting and/or security with the Term Loans and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vii) except as provided above, all other terms and conditions applicable Borrower may be an increase to any Term Loan Increase or Incremental Term Loan, to the Revolving Credit Facility extent not consistent with the terms and conditions applicable to the remaining portion of such requested increase under this Section 2.17 existing Term Facilities, shall be deemed a request for an reasonably satisfactory to the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower; provided that any terms that are more restrictive to the Borrower and its Restricted Subsidiaries shall be added to the Term Facility hereunder, provided further that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed in such amount under, and respect of each other Term Facility hereunder (or tranche thereof) which shall be in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with form reasonably satisfactory to the Administrative Agent; and (viii) each Incremental Increase shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which constitute Obligations hereunder and shall in no event be less than ten Business Days from the date of delivery of such notice guaranteed and secured pursuant to the Revolving Credit Lenders Guaranty, Collateral Agreements and Potential Revolving Credit Lenders)the other Security Instruments on a pari passu basis.
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Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify or the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”))Incremental Arranger, the Borrowers may Borrower may, from time to time, request an increase in one or more additional Facilities of term loans or additional term loans of the Revolving Credit same Facility as any existing Term Loans (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as “Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoLoans”); provided that (i) the Consolidated Interest Coverage Ratio, calculated on a pro forma basis, after giving effect to the incurrence of such Incremental Term Loans and the use of proceeds thereof, shall not be less than 3.00:1.00 for the most recently completed four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.01, (ii) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000, (iiiii) the Borrowers may make a maximum interest rate, maturity and amortization schedule for any new Facility of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant shall be determined by the Borrower and the applicable Lenders under such Facility, (iv) except with respect to Section 2.18items in clauses (iii) and (v) of this Section 2.17(a) and Section 2.17(e) below, Incremental Term Loans shall be on terms and subject to conditions and pursuant to documentation to be determined by the Borrower and the applicable lenders under such Facility; provided that, to the extent such terms and documentation are not consistent with the Term Loans (except to the extent permitted by clause (iii) above), they shall be reasonably satisfactory to the Administrative Agent (it being understood that, to the extent that any financial maintenance covenant or any other covenant is added for the benefit of any Incremental Term Loan, no more than 50% consent shall be required from the Administrative Agent or any of the aggregate amount requested pursuant Lenders to this Section 2.17 the extent that such financial maintenance covenant or other covenant is (A1) by also added for the benefit of all existing Loans or (2) only applicable Borrower after the Latest Maturity Date), and (v) such Incremental Term Loans may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan provided in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with any currency as mutually agreed among the Administrative Agent) shall specify , the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from Borrower and the date of delivery of applicable lenders under such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)Facility.
Appears in 1 contract
Samples: Credit Agreement (Broadcom Inc.)
Request for Increase. Provided there exists no DefaultThe Borrower may, upon from time to time, request by written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheldx) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Facility (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(aa “Revolving Credit Increase”)) not greater than (x) $350,000,000 less , (y) one or more increases in any Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the amount of all Borrower (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases, in the aggregate, after the Closing Date (including the then requested Incremental Increase) shall not exceed the sum of (such amount, the “Incremental Cap”) (x)(A) the greater of (I) the Dollar Equivalent of $400,000,000 (for the avoidance of doubt, no Lender with respect to any Incremental Increase shall be obligated to disburse any Incremental Increases in any currency other than Dollars without its consent) and (II) 100% of EBITDA for the Borrower and its Restricted Subsidiaries for the last four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates required by Section 6.01(a) or 6.01(b) have been delivered, plus (y) all voluntary prepayments of Term Loans after the Closing Date plus (z) such additional unlimited amounts, such that, after giving effect to such Incremental Increases, the First Lien Net Leverage Ratio of the Borrower shall be no greater than 2.50 to 1.00 on a pro forma basis (without netting the proceeds of such Incremental Increases and treating all Incremental Increases then incurred as fully drawn for purposes of such calculation); (ii) any such request for an increase Incremental Increase shall be in a minimum Dollar or Dollar Equivalent amount of $25,000,000, 5,000,000 (ii) or a lesser amount in the Borrowers may make a maximum of five event such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and amount represents all remaining availability under this Section); (iii) no more than 50% Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the aggregate amount requested pursuant Swing Line Lender; (iv) any Revolving Credit Increase may, at the request of the Borrower, be available for the issuance of Letters of Credit within the limits of the L/C Issuer Sublimits; (v) no Incremental Term Loan shall mature earlier than the latest Maturity Date for any Term Facility then in effect or have a shorter weighted average life to this Section 2.17 maturity than the remaining weighted average life to maturity of any Term Facility; (vi) each Incremental Term Loan shall (A) rank pari passu in right of payment, prepayment, voting and/or security with the Term Loans and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vii) except as provided above, all other terms and conditions applicable Borrower may be an increase to any Term Loan Increase or Incremental Term Loan, to the Revolving Credit Facility extent not consistent with the terms and conditions applicable to the remaining portion of such requested increase under this Section 2.17 existing Term Facilities, shall be deemed a request for an reasonably satisfactory to the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower; provided that any terms that are more restrictive to the Borrower and its Restricted Subsidiaries shall be added to the Term Facility hereunder, provided further that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed in such amount under, and respect of each other Term Facility hereunder (or tranche thereof) which shall be in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with form reasonably satisfactory to the Administrative Agent; and (viii) each Incremental Increase shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which constitute Obligations hereunder and shall in no event be less than ten Business Days from the date of delivery of such notice guaranteed and secured pursuant to the Revolving Credit Lenders Guaranty, the Collateral Agreement and Potential Revolving Credit Lenders)the other Security Instruments on a pari passu basis.
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the The Borrowers may from time to time, request by notice to the Administrative Agent (x) an increase in the Aggregate Commitments (each, a “Revolving Credit Facility (subject to item (iiiIncrease”) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less or (y) the amount of all one or more term loan tranches (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed the Available Increase Amount, (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,00075,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section), (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate principal amount of all Revolving Credit Increases (including the then requested pursuant to this Section 2.17 Revolving Credit Increase) shall not exceed $300,000,000, (iv) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer, (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (C) increase the Maximum Foreign Borrower Sublimit by more than two-thirds of the applicable Borrower may be an increase to the amount of such Revolving Credit Facility and Increase, or (D) increase the remaining portion Foreign Borrower Sublimit of such requested increase under this Section 2.17 shall be deemed a request for an any Foreign Borrower, (v) no Incremental Term Loan in such amount undershall mature earlier than the Maturity Date, and in accordance with, (vi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the terms of Section 2.18. At Guaranties and the time of sending such notice, the applicable Borrower (in consultation Security Instruments on a pari passu basis with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)other Obligations hereunder.
Appears in 1 contract
Request for Increase. Provided (i) there exists no Default, (ii) after giving effect thereto, the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, (iii) the Borrowing Base exceeds the Borrowing Base Obligations at such time and (iv) the incurrence of such Debt and the Liens securing such Debt shall be permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C), upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Paying Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible AssigneesBorrower may, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request (x) an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by each an aggregate amount of increases in the “Incremental Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iiiFacility”) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less or (y) the addition of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Facility”); provided, that in no event shall the aggregate principal amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or Facilities incurred after the operation of item (iii) in the following proviso)Effective Date exceed $400,000,000; provided further that (i) any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000, (ii) . If the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant Borrower elects to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the request that existing Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for Lenders participate in an Incremental Term Loan in such amount underFacility, and in accordance with, the terms of Section 2.18. At then at the time of sending such notice, the applicable Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Paying Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Request for Increase. Provided that (i) there exists no Default, (ii) the Borrower shall be in compliance with the covenants contained in Section 5.04 (as determined on a Pro Forma Basis, (x) after giving full effect to the incurrence of the requested Incremental Facility, and (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the requested Incremental Revolving Facility (if any), are fully drawn) and (iii) the incurrence of such Debt and the Liens securing such Debt shall be permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C), upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Paying Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible AssigneesBorrower may, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by each an aggregate amount of increases in the “Incremental Revolving Credit Facility (for all such requestsFacility”), but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the upsizing of an existing Incremental Term Facility or the creation of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Facility”); provided, that with respect to a Limited Condition Acquisition, the requirements of the preceding clauses (i) and (ii) shall be modified as provided in Section 1.08 of this Agreement; provided, however, that in no event shall the aggregate principal amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under Facilities incurred after the Closing Date exceed the Incremental Amount at such Section or the operation of item (iii) in the following proviso)time; provided provided, further that (i) any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000, (ii) . If the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant Borrower elects to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the request that existing Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for Lenders participate in an Incremental Term Loan in such amount underFacility, and in accordance with, the terms of Section 2.18. At then at the time of sending such notice, the applicable Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Paying Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Request for Increase. Provided there exists no DefaultThe Borrower may, upon from time to time, request by notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheldx) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Facility (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(aa “Revolving Credit Increase”)) not greater than (x) $350,000,000 less , (y) one or more increases in the amount of all Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases shall not exceed $40,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000, 10,000,000 (ii) or a lesser amount in the Borrowers may make a maximum of five event such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and amount represents all remaining availability under this Section); (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 Revolving Credit Increase shall (A) by increase the applicable Borrower may be an Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase to the Revolving Credit Facility and Swing Line Sublimit without the remaining portion consent of such requested increase under this Section 2.17 shall be deemed a request for an the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the Term Loan Maturity Date then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such amount underIncremental Term Loan), (B) shall have the same guarantees from the Guarantors and rank pari passu with respect to the Collateral with the other Facilities and (C) shall have an Applicable Rate or pricing grid and scheduled amortization (subject to clause (iv)) as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in accordance withno event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in the Term Facility (except to the extent either (A) applicable to all of the other Facilities then in effect or (B) only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of Section 2.18. At the time then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of sending such noticepayment, prepayment, voting and/or security, shall be guaranteed and secured pursuant to the applicable Borrower (in consultation Guaranty and the Collateral Documents on a pari passu basis with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)other Obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Akumin Inc.)
Request for Increase. Provided there exists no Default, upon Upon reasonable prior notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)thereof), the Borrowers Borrower may from time to timetime on or prior to the Initial Closing Date, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) Commitment by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) exceeding in the following proviso)aggregate $350,000,000; provided that (i) any if an underwritten offering of Equity Interests of Holdings (including in connection with a Permitted Equity Forward) is consummated (which, in the case of a Permitted Equity Forward, shall mean the Permitted Equity Forward Effective Date) prior to the Initial Closing Date, the aggregate increase in the Commitment that the Borrower may request shall not exceed an amount equal to $350,000,000 minus the lesser of (x) $250,000,000 and (y) an amount equal to the product of (A) the net sales price (or, in the case of a Permitted Equity Forward, the initial forward sale price) multiplied by (B) the number of shares of Equity Interests of Holdings sold in such request for an increase shall be in a minimum amount of $25,000,000underwritten offering, (ii) the Borrowers may make a maximum of five such requests there shall not be more than three (inclusive of any direct requests made for 3) separate Incremental Term Loans pursuant to Section 2.18) and Increases (as defined below), (iii) no more than 50% breach of the aggregate amount requested Specified Representations and no Default or Event of Default shall have occurred and be continuing, or would occur after giving effect to any Incremental Increase, (iv) the Borrower shall have certified to the matters set forth in subclause (iii) and to compliance with the conditions set forth in Section 4.02(b) and (c) after giving effect to the funding of the applicable Incremental Increase in a manner reasonably satisfactory to the Administrative Agent, (v) no Lender shall be required to provide any of the financing for any Incremental Increase, although the Lenders shall be invited to participate (at their option) therein, (vi) each Incremental Increase shall be effected pursuant to this Section 2.17 documentation (including appropriate legal opinions and resolutions) reasonably satisfactory to the Lead Arrangers, such that if any such Incremental Increase shall be on better terms for the lenders thereof, than the terms and conditions of the Bridge Facility, the terms and conditions of the Bridge Facility shall be adjusted to match such terms, and (vii) any additional Lenders shall at least meet the minimum financial criteria set forth on Schedule 2.13 and shall be reasonably satisfactory to the Lead Arrangers only with respect to the ability of such additional lenders to satisfy their funding commitments, such approval (A) not to be unreasonably withheld and (B) to be granted or affirmatively withheld within one Business Day following receipt of notice by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion Lead Arrangers of such requested increase under this Section 2.17 additional lenders (and if not granted or affirmatively withheld within one Business Day following receipt of such notice, shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance withgranted without further action on the part of the Lead Arrangers, the terms of Section 2.18Borrower or Holdings). At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten five (5) Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Samples: Bridge Credit Agreement (Leap Wireless International Inc)
Request for Increase. Provided there exists no Default or Event of Default, the Company may from time to time, upon notice to the Administrative Agent (which who shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative AgentLenders), each L/C Issuer and the Swingline Lender request (which approvals shall not be unreasonably withheldan “Increase Request”) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request i) one or more incremental Term Loans and/or (ii) an increase in the Revolving Credit Facility Commitments (subject to item each such incremental Term Loan and/or increase under clause (iii) ii), an “Increase” or an “Incremental Facility” and, collectively, the “Incremental Facilities”), in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, Incremental Facilities of up to but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) exceeding $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)65,000.000; provided that (i) any such request for an increase Increase Request shall be in a minimum amount of $25,000,00010,000,000, and (ii) the Borrowers Company may make a maximum of five three such requests requests. If the Company delivers an Increase Request, each Lender shall have the option, but not any obligation, to participate in such Increase Request to the extent of its Revolving Commitment Percentage and/or Term Commitment Percentage thereof (inclusive as applicable) by delivering a written notice to the Administrative Agent and the Company within ten Business Days of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% such Lender’s receipt of the aggregate amount requested pursuant Increase Request (it being agreed and understood that such Lender shall be deemed to this Section 2.17 (A) by have elected not to participate in the applicable Borrower may be an increase Increase Request if it does not respond to the Increase Request within ten Business Days of its receipt thereof). Neither the Administrative Agent nor any Lender shall have any obligation or other commitment to participate in any such increase in the Revolving Credit Facility and Commitments or in an Incremental Facility. If one or more of the Lenders elect not to participate in the Increase Request, then the Lenders participating in the Increase Request may, at their option (but without any obligation), elect to participate in such remaining portion of the Increase Request (with such requested increase under this Section 2.17 shall remaining portion to be deemed a request for an Incremental allocated ratably among such participating Lenders based on their respective Revolving Commitment Percentages and/or Term Loan Commitment Percentages thereof, as applicable, (as such percentages are adjusted to reflect the absence of the Lenders not participating in such Increase Request so that the total percentages shall equal 100% of such remaining amount underbeing allocated) or as otherwise may be agreed by such participating Lenders). To achieve the full amount of an Increase Request, and in accordance with, subject to the terms approval of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) , the Swingline Lender and the Issuing Lender, such approval not to be unreasonably withheld, the Company may invite other banks, financial institutions and investment funds to join this Credit Agreement as Lenders hereunder, provided that such other banks, financial institutions and investment funds shall specify enter into such joinder agreements to give effect thereto as the time period within which Administrative Agent may reasonably request. The Administrative Agent, the Borrower and the Lenders participating in such Increase may amend this Credit Agreement or any other Credit Document solely as may be necessary to reflect the increase in the Revolving Commitment or the Term Facilities, and the Borrowers will execute replacement Notes for each Revolving Credit participating Lender or Potential Revolving Credit new Notes for each new Lender is requested to respond (which shall in no event be less than ten Business Days from who requests a Note, reflecting the date of delivery increased amount of such notice Lender’s share of the Revolving Commitment or such Lender’s Term Loans, as applicable, or, in the case of a new Lender, the amount of such Lender’s Revolving Commitment or Term Loans. The Borrowers agree to execute such amendments and supplements to the Revolving Credit Lenders and Potential Revolving Credit Lenders)Security Documents as the Administrative Agent reasonably deems necessary in connection with an Increase Request.
Appears in 1 contract
Samples: Credit Agreement (Lionbridge Technologies Inc /De/)
Request for Increase. Provided there exists no DefaultThe Borrower may, upon at any time and from time to time, request, by notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of Agent, the Administrative Agent's approval of an increase of the Revolving Committed Amount ("Facility Increase"), within the limitations hereafter described, which request shall set forth the amount of each L/C Issuer and the Swingline Lender (which approvals such requested Facility Increase. The Administrative Agent's approval of such request shall not be unreasonably withheld. Within twenty (20) (days of such request, the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute approval. If the Administrative Agent approves any such Eligible AssigneesFacility Increase, “Potential then the Revolving Credit Lenders”Committed Amount may be so increased (up to the amount of such approved Facility Increase, in the aggregate) by having one or more New Lenders increase the amount of their then existing Revolving Loan Commitments or become Lenders with a new Revolving Loan Commitment hereunder, subject to and in accordance with the provisions of this Section 2.1(e)), . Any Facility Increase shall be subject to the Borrowers may from time to time, request an following limitations and conditions: (A) any increase (in the aggregate) in the Revolving Committed Amount and the amount (in the aggregate) of any new Revolving Loan Commitment of any New Lender or the amount (in the aggregate) of any increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive Loan Commitment of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and New Lender, shall (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) unless otherwise agreed by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event not be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders $5,000,000 (and Potential Revolving Credit Lenders).shall be in
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request (i) an increase in the Aggregate Revolving Credit Lenders (US) Commitments by an amount (for all such requests) not exceeding $100,000,000 or (ii) an increase in the Aggregate Revolving Credit (UK) Commitments by an amount (for all such requests) not exceeding €100,000,000; provided that (A) any such request for an increase in the Aggregate Revolving Credit (US) Commitments shall be in a minimum amount of $25,000,000 (unless the Administrative Agent agrees to a smaller amount), (B) any such request for an increase in the Aggregate Revolving Credit (UK) Commitments shall be in a minimum amount of €25,000,000 (unless the Administrative Agent agrees to a smaller amount), and other (C) the Company may make a maximum of three such requests in respect of the Aggregate Revolving Credit (US) Commitments and three such requests in respect of the Aggregate Revolving Credit (UK) Commitments. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify (i) the identity of each existing Lender and each Eligible Assignees selected by Assignee to whom the Domestic Borrower with Company proposes any portion of such increase be allocated and the amounts of such allocations; provided that (A) any existing Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide such increase and (B) any such Eligible Assignee shall be subject to the approval of the Administrative AgentAgent and, each L/C Issuer and in the case of an increase in the Aggregate Revolving Credit (US) Commitments, the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)withheld or delayed), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit such existing Lender or Potential Revolving Credit Lender and each such Eligible Assignee is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit applicable Lenders).
Appears in 1 contract
Samples: Credit Agreement (Aptargroup Inc)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each the L/C Issuer and the Swingline Swing Line Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 200,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso, but excluding the aggregate amount of the 2015 Incremental Term Loans); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) ), and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A2.17(a) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Samples: Credit Agreement (Diodes Inc /Del/)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Newpark may from time to time, request an increase in the Revolving Credit Facility Aggregate Commitments (subject to item (iiian “Incremental Commitment”) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility up to but not exceeding (for giving effect to all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (xincreases) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)275,000,000; provided that (i) any such request for an increase Incremental Commitment shall be in a minimum amount of $25,000,00010,000,000, (ii) the Borrowers Newpark may make a maximum of five (5) such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and requests, (iii) no more than 50% such Incremental Commitment shall be on the same terms and conditions, including pricing, as the then existing Commitments, except with respect to any arrangement, upfront, or similar fees that may be agreed to among the Borrowers and any Lenders providing such Incremental Commitment, (iv) neither the funding of such Incremental Commitment (assuming that such Incremental Commitment were fully drawn) nor the existence of the aggregate amount requested pursuant to this Section 2.17 (A) by Liens securing the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, same would violate the terms of Section 2.18any indenture or other agreement governing Indebtedness for borrowed money in excess of $25,000,000 (including the 2021 Convertible Notes Documents) of Newpark or any of its Subsidiaries and, after giving effect to such Incremental Commitment, the Aggregate Commitments shall not exceed 90% of any relevant cap under any such agreement, and (v) any such Incremental Commitment shall benefit from the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, the existing Commitments. At the time of sending such notice, the applicable Borrower Newpark (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Request for Increase. Provided there exists no DefaultAt any time after the Closing Date, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible AssigneesBorrower may, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request (i) one or more incremental term loans (an increase in the Revolving Credit Facility “Incremental Term Loan”) or (subject to item (iiiii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Commitments (a “Revolving Credit Facility (for all such requestsIncrease” and, but excluding all portions together with the initial principal amount of such increase requests that are allocated as the Incremental Term Loans pursuant to item (iii) of Loans, the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all “Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoIncreases”); provided that (iA) the aggregate principal amount for all such Incremental Increases shall not exceed the sum of (1) $75,000,000 plus (2) an amount which, after giving pro forma effect to such Incremental Increase (assuming that the entire Incremental Increase is funded on the effective date thereof and after giving effect to the use of proceeds thereof) pursuant to this clause (2), would not cause the Consolidated Secured Leverage Ratio, as of the most recently completed Reference Period, to exceed 3.75 to 1.00 (in each case, as demonstrated by the Borrower in a written certification to the Administrative Agent)(together with the aggregate principal amount of all Incremental Equivalent Indebtedness issued prior to such date) shall not exceed the Incremental Facilities Limit, (B) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of 10,000,000 for any direct requests made for Incremental Term Loans Loan and $10,000,000 for any Revolving Credit Facility Increase or, if less, the remaining amount permitted pursuant to Section 2.18the foregoing clause (A) and (iiiC) no more than 50% five (5) Incremental Increases shall be permitted to be requested during the term of this Agreement. Unless the aggregate amount requested pursuant Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increase would be permitted to this Section 2.17 be incurred under clause (AA)(2) by above on the applicable Borrower may be an increase to date of determination, such Incremental Increase (or the Revolving Credit Facility and the remaining relevant portion of such requested increase under this Section 2.17 thereof) shall be deemed a request for an Incremental Term Loan to have been incurred in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower reliance on clause (in consultation with the Administrative AgentA)(2) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice above prior to the Revolving Credit Lenders and Potential Revolving Credit Lenders)utilization of any amount available under clause (A)(1) above.
Appears in 1 contract
Samples: Credit Agreement (Switch, Inc.)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Company may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase and together with any requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 below) not exceeding $100,000,000 (whether pursuant to a direct Borrower request under such Section or the operation of item “Incremental Revolving Facility Maximum Amount”) (iii) in the following provisoan “Incremental Revolving Facility”); provided that (i) any such request for an increase Incremental Revolving Facility shall be in a minimum amount of $25,000,00050,000,000, (ii) the Borrowers Company may make a maximum of five three (3) such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) requests, and (iii) no more than 50% the Incremental Revolving Facility Maximum Amount shall not apply if, after giving effect to any such Incremental Revolving Facility, the Consolidated Net Leverage Ratio on a Pro Forma Basis (after giving effect to the incurrence of such amount and the use of proceeds thereof) as at the last day of the aggregate most recently ended Measurement Period is less than or equal to 3.00 to 1.00 (provided that the amount requested pursuant to this Section 2.17 (A) by of Indebtedness for purposes of such calculation of the Consolidated Net Leverage Ratio shall assume the Incremental Revolving Facility is fully drawn). For purposes of the forgoing incurrence test, it is understood and agreed that the proceeds of the applicable Borrower may Incremental Revolving Facility shall not be an increase to netted against the Revolving Credit Facility and applicable Indebtedness included in the remaining portion calculation of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18Consolidated Net Leverage Ratio. At the time of sending such notice, the applicable Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders). Upon the Amendment No. 3 Effective Date, the Incremental Revolving Facility Maximum Amount is $0.
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility Total Commitment Amount by an amount not exceeding, in the aggregate (for all such requests), but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)150,000,000; provided that (iA) any such request for an increase shall be in a minimum amount of $25,000,000, (iiB) such written request shall be delivered to the Borrowers Administrative Agent during the period which is not more than thirty-six (36) calendar months following the Closing Date and (C) Borrower may not make such a maximum request more than two (2) times per year during the term hereof. To achieve the full amount of five such requests a requested increase and subject to the approval of the Administrative Agent, the Issuing Lender and the Swing Loan Lender (inclusive of any direct requests made for Incremental Term Loans which approvals shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to Section 2.18) a joinder agreement in form and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase substance satisfactory to the Revolving Credit Facility Administrative Agent and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18its counsel. At the time of sending such noticerequest, to the applicable extent Lenders or other Eligible Assignees have not already been identified as those that will assume the increases in the Commitments) the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which which, in any case, shall in no event be less than ten (10) Business Days (or such shorter period as may be agreed to by the Administrative Agent) from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Samples: Revolving Credit Agreement (New Plan Excel Realty Trust Inc)
Request for Increase. Provided there exists The Borrower may, from time to time (other than during the Relief Period, during which time, notwithstanding anything to the contrary in this Agreement, no Defaultincrease pursuant to this Section 2.14 may be requested or consummated), upon request by written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Facility (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso“Revolving Credit Increase”); provided that (i) the principal amount for all such Revolving Credit Increases, in the aggregate, since the Closing Date (including the then requested Revolving Credit Increase) shall not exceed the sum (with utilization being determined by the Borrower subject to the limits provided herein) of (x) $200,000,000 plus (y) a principal amount such that, after giving effect to such proposed Revolving Credit Increase (measured assuming the entire principal amount of any proposed Revolving Credit Increase being incurred pursuant to this clause (y) is fully drawn), any repayment of other Indebtedness in connection therewith and any other appropriate pro forma adjustment events, the Senior Secured Leverage Ratio is not greater than 2.00 to 1.00; (ii) any such request for an increase shall be in a minimum amount of $25,000,000, 10,000,000 (iior a lesser amount in the event such amount represents all remaining availability under this Section) and the Borrowers Borrower may make a maximum of five such requests (inclusive of excluding any direct requests made for Incremental Term Loans pursuant to Section 2.18) and that are not consummated); (iii) no more than 50% Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the aggregate amount requested pursuant to this Section 2.17 Swing Line Lender; (Aiv) by the applicable Borrower may be an increase to the any Revolving Credit Facility Increase may, at the request of the Borrower, be available for the issuance of Letters of Credit within the limits of the L/C Issuer Sublimits; and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agentv) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which Increase shall in no event constitute Obligations hereunder and shall be less than ten Business Days from the date of delivery of such notice guaranteed and secured pursuant to the Revolving Credit Lenders Guaranty, Collateral Agreement and Potential Revolving Credit Lenders)the other Security Instruments on a pari passu basis with the other Obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may Company may, from time to time, request an increase in by notice to the Revolving Credit Facility Administrative Agent (subject to item (iiix) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Facility Commitments (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iiia “Revolving Credit Increase”) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less or (y) one or more term loan tranches to be made available to the amount of all Company (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $400,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,00050,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) each Incremental Term Loan shall have an Applicable Rate or pricing grid, (ii) maturity date, mandatory prepayments and an amortization schedule as determined by the Borrowers may make a maximum of five Lenders providing such requests (inclusive of any direct requests made for Incremental Term Loans and the Company; (iv) each Revolving Credit Increase shall have the same terms (other than as to fees payable at the closing thereof) and be pursuant to Section 2.18the same documentation as the Revolving Credit Loans provided hereunder on the Closing Date; (v) and except as provided in clause (iii) no more than 50% of above, with respect to any Incremental Term Loan, this Agreement and the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower other Loan Documents may be an increase amended, in form and substance reasonably satisfactory to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).the
Appears in 1 contract
Samples: Credit Agreement (Idex Corp /De/)
Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to timetime on or after the Closing Date, request an increase in the Revolving Credit Facility (subject Aggregate Commitments to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) exceeding $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)70,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) 10,000,000 or such other amount agreed to by the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) Borrower and (iii) no more than 50% of the aggregate amount requested Administrative Agent. Each notice from the Borrower pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent2.14(a) shall specify the identity of each Lender and each Eligible Assignee that it has or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06). Each designated existing Lender shall notify the Administrative Agent and the Borrower within 10 Business Days whether or not it agrees to provide all or a portion of such increase and, if so, whether by an amount equal to, greater than, or less than, its Applicable Percentage of such requested increase. Any existing Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase offered to it. Any designated Lender not responding within such time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested shall be deemed to respond (which shall in no event be less than ten Business Days from the date of delivery have declined to increase its Commitment. Any Eligible Assignee providing any portion of such notice increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Revolving Credit Lenders Administrative Agent and Potential Revolving Credit its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall notify the Borrower and each Lender of the Lenders)’ responses to each request made hereunder.
Appears in 1 contract
Request for Increase. Provided (i) there exists no Default, (ii) after giving effect thereto, the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, (iii) the aggregate of (A) 85% of the book value of accounts receivables that constitute Collateral and (B) 65% of the book value of inventory that constitutes Collateral exceeds the sum of (A) aggregate principal amount outstanding under the Facilities at such time (including outstanding Letters of Credit and Swing Line Advances) plus (B) the aggregate amount of obligations outstanding under Secured Cash Management Agreements at such time plus (C) the aggregate Agreement Value of all Secured Hedge Agreements at such time and (iv) the incurrence of such Indebtedness and the Liens securing such Indebtedness shall be permitted under the Related Documents and all other documents evidencing Indebtedness incurred pursuant to Section 5.02(b)(i)(C), upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Paying Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible AssigneesBorrower may, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request (x) an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by each an aggregate amount of increases in the “Incremental Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iiiFacility”) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less or (y) the addition of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Facility”); provided, that in no event shall the aggregate principal amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)Facilities exceed $350,000,000; provided further that (i) any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000, (ii) 50,000,000. If the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant Borrower elects to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the request that existing Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for Lenders or Term A Lenders participate in an Incremental Term Loan in such amount underFacility, and in accordance with, the terms of Section 2.18. At then at the time of sending such notice, the applicable Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders or Term A Lenders, as applicable, of such request and (in consultation with the Administrative Paying Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Term A Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit or Term A Lenders, as applicable).
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, request an increase in the Revolving Credit Term Facility (subject to item (iii) in the below proviso) by an aggregate amount (for all such requests after November 7, 2012) not exceeding $150,000,000 (less the amount of increases an increase in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 2.15) plus an additional amount if, after giving pro forma effect to the incurrence of such additional amount, the Consolidated Senior Secured Leverage Ratio is equal to or less than 2.75:1.00 (and assuming all such additional amounts were secured, whether pursuant to a direct Borrower request under or not so secured and calculated as if any incremental Revolving Credit Facility being initially provided on any date of determination were fully drawn on such Section or the operation of item (iii) in the following provisodate); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000, (ii) the Borrowers Borrower may make a maximum of five such requests (inclusive less the amount of any direct requests made for Incremental Term Loans to increase the Revolving Credit Facility pursuant to Section 2.182.15) such requests after November 7, 2012, and (iii) no any new Term Loans may be part of the same or a different tranche of Term Loans and shall be on the same terms as the existing Term Loans except that such new Term Loans may have: (a) pricing that is greater than the pricing for the existing Term Loans by not more than 500.50% per annum (with any determination thereof taking into consideration any increase in the Eurodollar Rate floor or original issue discount or upfront or similar fees, with each of the aggregate amount requested pursuant foregoing being equated to this Section 2.17 (A) such pricing in a manner determined by the applicable Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year life to maturity, but not taking into consideration customary arrangement, structuring, underwriting, commitment or similar fees) unless the Borrower may be an elects to increase the pricing for the existing Term Loans to the Revolving Credit Facility extent necessary so that the pricing for the new Term Loans is not more than 0.50% per annum higher than the pricing for the existing Term Loans, (b) pricing that is lower than the pricing for the existing Term Loans (with any determination thereof taking into consideration any decrease in the Eurodollar Rate floor or original issue discount or upfront or similar fees, with each of the foregoing being equated to such pricing in a manner determined by the Administrative Agent and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for consistent with generally accepted financial practice based on an Incremental Term Loan in such amount underassumed four-year life to maturity, but not taking into consideration customary arrangement, structuring, underwriting, commitment or similar fees), and in accordance with, (c) later maturities or less amortization than the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)existing Term Loans.
Appears in 1 contract
Samples: Credit Agreement and Consent (Ascent Capital Group, Inc.)
Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, time on or after the Amendment No. 2 Effective Date request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) Advances by an aggregate amount of increases in the Revolving Credit Facility (for all such requestsrequests and together with any requests under Section 2.19, but excluding all portions of in each case to the extent such requests result in a corresponding increase requests that are allocated as Incremental in the Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)Facility or a New Advance) not greater than exceeding the sum of (x) $350,000,000 less 125,000,000, plus (y) to the extent the proceeds of such increased Advances are applied substantially contemporaneously to refinance the Senior Notes, the principal amount of the Senior Notes so refinanced, any interest and premium owed with respect thereto and the amount of all Incremental Term Loans made pursuant transaction costs related to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)refinancing; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00010,000,000. To achieve such requested increase, (ii) the Borrowers Borrower may invite the Lenders to make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans additional Advances and/or may invite additional Eligible Assignees to become Lenders pursuant to Section 2.18) a joinder agreement in form and (iii) no more than 50% of substance satisfactory to the aggregate amount requested Administrative Agent and its counsel, provided any Advances made by an Eligible Assignee pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 2.18 shall be deemed in a request for principal amount of $1,000,000 or an Incremental Term Loan integral multiple of $500,000 in such amount under, and in accordance with, the terms of Section 2.18excess thereof. At the time of sending such noticethe notice described in the first sentence of this Section, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender and/or Eligible Assignee is requested to respond (which shall in no event be less than ten five (5) Business Days from the date of delivery of such notice to such Lender or Eligible Assignee). The Borrower may offer and pay to each Lender (an “Increasing Lender”) that agrees to make additional Advances, and to each additional Eligible Assignee that agrees to becomes a Lender pursuant to this Section 2.18, such fees or original issue discount as it may elect in connection with any such increase in the Revolving Credit Advances, provided that in the event the interest rate margins (other than as a result of the imposition of default interest) for any Increasing Lender’s additional Advances or any Advances of any such Eligible Assignee are higher than the interest rate margins for the Advances of the non-Increasing Lenders by more than 0.50%, then the interest rate margins for the Advances of the non-Increasing Lenders shall be increased to the extent necessary so that such interest rate margins shall be equal to the interest rate margins for such Increasing Lender’s additional Advances or the Advances of such Eligible Assignee, minus 0.50%; provided further that, in determining the interest rate margins applicable to any Increasing Lender’s additional Advances or any Advances of any such Eligible Assignee and Potential Revolving Credit Lendersthe Advances of the non-Increasing Lenders (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by any Loan Party to any Lender or Increasing Lender or any Eligible Assignee in the initial primary syndication of the Advances or the increased Advances hereunder, as the case may be, shall be included (with original issue discount being equated to interest based on assumed 4-year life to maturity), and (B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable to any of the Bookrunners (or their affiliates) in connection with the Advances or any increase in the Advances hereunder or to one or more arrangers (or their affiliates) thereof shall be excluded.
Appears in 1 contract
Samples: Credit Agreement (Chemtura CORP)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Company may from time to time, time request an increase in (a) prior to the Maturity Date for the Revolving Credit Facility Facility, an increase to the existing Revolving Credit Commitments (subject to item which increase may take the form of new and/or additional revolving tranches (iiiwhich additional revolving tranches may include additional Alternative Currency Sublimits and additional approved Alternative Currencies)) in (each an “Incremental Revolving Commitment”) and/or (b) the below proviso) establishment of one or more new term loan commitments (each, an “Incremental Term Commitment”), by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) exceeding $350,000,000 less (y) 250,000,000 after the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)Fourth Amendment Effective Date; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers Company may make a maximum of five two such requests after the Fourth Amendment Effective Date. Each such request shall specify (inclusive of any direct requests made for i) the date (each, an “Increase Effective Date”) on which the Company proposes that the Incremental Term Loans pursuant to Section 2.18Commitments shall be effective, which shall be a date not less than ten (10) and (iii) no more than 50% of Business Days after the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase date on which such notice is delivered to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower Administrative Agent (in consultation with unless otherwise agreed to by the Administrative Agent) and (ii) the identity of each Eligible Assignee to whom the Company proposes any portion of such Incremental Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond be in an aggregate amount of at least $10,000,000 (which shall in no event provided that such amount may be less than ten Business Days from $10,000,000 if such amount represents all remaining availability under the date aggregate limit in respect of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit LendersIncremental Commitments set forth above).
Appears in 1 contract
Samples: Credit Agreement (Stericycle Inc)
Request for Increase. Provided there no Default or Event of Default then exists no Defaultor would arise therefrom, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit applicable Lenders”)), the Borrowers Lead Borrower may from time to time, time request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) Commitments by an aggregate amount of increases in the Revolving Credit Facility (for all such requests) not exceeding $300,000,000 (a “Commitment Increase”), but excluding all portions of such which may be allocated to (i) increase requests that are allocated the Domestic Revolving Commitments (a “Domestic Revolving Commitment Increase”), (ii) establish the European Sub-Facility (as Incremental Term Loans pursuant to item defined below) (a “European Sub-Facility Request”) and/or (iii) of establish the proviso in this Section 2.17(a)FILO Facility (as defined below) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso“FILO Facility Request”); provided that (i) any such request for an increase a Commitment Increase shall be in a minimum amount of $25,000,00025,000,000 and indicate if the Lead Borrower is requesting a Domestic Revolving Commitment Increase, a FILO Facility Request or a European Sub-Facility Request, and (ii) the Borrowers may make a maximum of five four (4) such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18requests. At the time of sending such notice, the applicable Lead Borrower (in consultation with the Administrative Agent) shall specify the Persons to whom such requested increase is to be made (such Persons so specified, collectively, the “Designated Commitment Increase Lenders”) and the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender such Person is requested to respond (the “Commitment Increase Response Period”) (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Persons, or such longer period as may be agreed to by the Revolving Credit Lenders Agent in its sole discretion). To the extent any Designated Commitment Increase Lender is not then a Lender, such Designated Commitment Increase Lender shall be subject to the approval of the Agent, the L/C Issuer and Potential Revolving Credit Lendersthe Swing Line Lender (which approval shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Credit Agreement (Rh)
Request for Increase. Provided there exists no DefaultThe Borrower may, upon by notice to the Administrative Facility Agent (which who shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time request up to time, request an increase in the Revolving Credit Facility two (subject to item (iii2) in the below proviso) by an aggregate amount of increases in the Revolving Credit Term Facility Commitments, each of which increases may be drawn in up to two (for all 2) Borrowings, to finance the acquisition of one or more vessels owned by one or more Additional Guarantors (each such requestsincrease, but excluding all portions of such increase requests that are allocated as an “Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoCommitment”); provided that (I) the first Incremental Commitment shall be in an aggregate amount not exceeding an amount equal to the lesser of (i) $34,320,000 and (ii) the sum of (x) 50% of the aggregate Fair Market Value of any Additional Vessels to be financed by the first Incremental Commitment plus (y) 55% of the aggregate Fair Market Value of any Additional Young Vessels to be financed by the first Incremental Commitment, and in any case in a maximum borrowed amount of $11,440,000 per Additional Young Vessel financed by the relevant Borrowing, and that (II) the second Incremental Commitment shall be in an aggregate amount not exceeding an amount equal to the lesser of (i) $60,000,000 and (ii) the sum of (x) 50% of the aggregate Fair Market Value of any Additional Vessels to be financed by the second Incremental Commitment plus (y) 55% of the aggregate Fair Market Value of any Additional Young Vessels to be financed by the second Incremental Commitment; provided further that (A) any such Incremental Commitments shall be uncommitted by the Lenders and subject to the approval of each Lender that agrees to provide an Incremental Commitment, (B) any such request for an increase shall be in a minimum amount subject to (x) the prior written consent of $25,000,000the Incremental Lenders and (y) the entry into by the Borrower and the other Security Parties of documentation amending and/or supplementing this Agreement and the other Loan Documents as the Facility Agent may reasonably require, (iiC) Section 2.06 and Schedule VII shall be supplemented to provide for repayment of the Borrowers may make relevant Incremental Commitments on an approximate fifteen-year age-adjusted profile to 0 based on the average age (calculated based on the year and month of delivery) of the Additional Vessels and Additional Young Vessels being financed, (D) all Additional Vessels and Additional Young Vessels and related tangible and intangible property shall be pledged as Collateral to secure the Facility (as increased by the relevant Incremental Commitments), (E) proposed Incremental Commitments shall be offered as a maximum right of five first refusal to the Lenders on a pro-rata basis, and (F) any such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower Commitments may not be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender made on or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from after the date of delivery of such notice to which is eighteen (18) months after the Revolving Credit Lenders and Potential Revolving Credit Lenders)Closing Date.”
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, request an time prior to the date that is 30 days prior to the Maturity Date increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) aggregate Commitments hereunder by an aggregate amount of increases in the Revolving Credit Facility (for all such requests) not exceeding $50,000,000 by adding to this Agreement one or more other Eligible Assignees (which may include any existing Lender, but excluding all portions with the consent of such increase requests that are allocated as Incremental Term Loans pursuant to item Lender in its sole discretion) (iiieach such Person, a “Supplemental Lender”) with the approval of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less the Administrative Agent (which approval shall not be unreasonably withheld or delayed); provided that no consent of the Administrative Agent will be required in the case of any such Eligible Assignee that is a Lender or an Affiliate of a Lender and (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); Fronting Bank, provided that (i) any each Supplemental Lender shall have entered into an agreement pursuant to which such request for Supplemental Lender shall undertake a Commitment (or, if such Supplemental Lender is an increase existing Lender, pursuant to which its Commitment shall be in a minimum amount of $25,000,000increased), (ii) the Borrowers may make a maximum of five such requests (inclusive Commitment of any direct requests made for Incremental Term Loans pursuant to Section 2.18) Supplemental Lender that is not an existing Lender shall be in an amount of at least $5,000,000, and (iii) no more than 50% such Commitment (together with the increased Commitment(s) of the all other Supplemental Lenders being provided at such time) shall be in an aggregate amount requested pursuant of at least $5,000,000. No Lender shall be required, or otherwise obligated, to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of provide any such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, Commitments except in its sole and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)absolute discretion.
Appears in 1 contract
Samples: Credit Agreement (Tower Group, Inc.)
Request for Increase. Provided there exists no DefaultThe Company may, upon from time to time, request by notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheldi) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item each, a “Revolving Credit Increase”), (ii) an increase in the Term A US Facility (each, a “Term A US Loan Increase”; each Revolving Credit Increase and Term A US Loan Increase, an “Incremental Facility”), or (iii) in one or more term loan tranches to be made available to the below provisoCompany or (to the extent and on conditions (including, as applicable, satisfaction of KYC requirements) agreed by the Lenders providing such term loan tranche) a wholly-owned direct or indirect Restricted Subsidiary of the Company (each, an aggregate amount of increases in the “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Facility (for all such requestsIncrease and each Term A US Loan Increase, but excluding all portions of such increase requests that are allocated collectively, referred to as the “Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoIncreases”); provided that (i) the principal amount for all such Incremental Increases, together with the aggregate principal amount of all Incremental Equivalent Debt incurred pursuant to Section 7.02(r), shall not exceed the Maximum Increase Amount; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000, 50,000,000 (ii) or a lesser amount in the Borrowers may make a maximum of five event such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and amount represents all remaining availability under this Section); (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 Revolving Credit Increase shall (A) by increase the applicable Borrower may be an increase to Letter of Credit Commitment of any L/C Issuer without the Revolving Credit Facility and the remaining portion consent of such requested L/C Issuer, (B) increase under this Section 2.17 shall be deemed a request for an the Financial Letter of Credit Sublimit without the consent of each L/C Issuer, (C) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (D) increase the Designated Borrower Sublimit without the consent of the Required Revolving Lenders, or (E) increase the Alternative Currency Sublimit without the consent of the Required Revolving Lenders; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term A US Facility then in such effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A US Facility; provided that, at the option of the Company, (x) up to $200,000,000 of principal amount underof Incremental Term Loans and Incremental Equivalent Debt, in the aggregate, may have a maturity date earlier than, and a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term A US Facility and (y) this clause (iv) shall not apply to any Permitted Bridge Indebtedness; (v) each Incremental Term Loan shall (A) rank pari passu or junior in accordance withright of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan, and except for the addition of an “excess cash flow” prepayment solely for the benefit of any Incremental Term Loan (and any subsequent Incremental Term Loan) as provided below) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary prepayment, standstill and other provisions reasonably acceptable to the Administrative Agent and the Company, and shall only share in applicable mandatory prepayments on a junior basis to any Term Loans or Incremental Term Loans that are senior in right of payment and/or security to such Incremental Term Loans) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Company; (viivi) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Term A US Facility, shall be reasonably satisfactory to the Administrative Agent (it being understood for the avoidance of Section 2.18. At the time of sending such noticedoubt that, the applicable Borrower (in consultation any Incremental Term Loan may add “most favored nation” pricing protection with respect to future Incremental Term Loans, any mandatory prepayments, which, other than an “excess cash flow” mandatory prepayment, shall be shared no more than ratably with the Administrative AgentTerm A US Loans, maturity and weighted-average life limitations for other Incremental Term Loans and other customary provisions, as agreed by the Company and the Lenders providing such Incremental Term Loan); and (viiivii) each Incremental Increase shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is requested to respond (which junior in right of payment, prepayment voting and/or security, shall in no event be less than ten Business Days from the date of delivery of such notice secured and guaranteed pursuant to the Revolving Credit Lenders Guaranty and Potential Revolving Credit Lenders)the Collateral Documents on a pari passu basis with the other Obligations hereunder. For the avoidance of doubt, any Incremental Increase that is secured by the Collateral shall be unsecured upon the occurrence of a Collateral Release Event.
Appears in 1 contract
Samples: Credit Agreement (Aecom)
Request for Increase. Provided there exists no DefaultDefault has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify Borrower may, on any Business Day after the Revolving Credit Lenders and other Eligible Assignees selected by date hereof, without the Domestic Borrower consent of any Lender but with the approval written consent of the Administrative Agent, each the L/C Issuer and the Swingline Swing Line Lender (which approvals consents shall not be unreasonably withheldwithheld or delayed), increase the Aggregate Commitments by delivering a request therefor at least five Business Days prior to the desired effective date of such increase (a) containing a certification of a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase and (ii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of any such Aggregate Commitments increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01), and (b) identifying one or more additional Eligible Assignees (each, a "New Lender") (any or additional Commitments agreed to be made by one or more existing Lenders) and the amount of each such Eligible Assignees, “Potential Revolving Credit Lenders”)Person's Commitment (or additional amount of its Commitment), and the Borrowers Administrative Agent shall promptly notify the Lenders thereof; provided that prior to approaching a New Lender, the Borrower shall have offered to the existing Lenders the opportunity to increase their respective Commitments. The Borrower may from time not make more than one such Aggregate Commitments increase request in any calendar year, no such requested increase in the Aggregate Commitments shall be in an amount less than $25,000,000, and in the aggregate such requests shall not exceed $50,000,000. The Borrower and each New Lender shall have executed and delivered to timethe Administrative Agent a New Lender Agreement (each, request a "New Lender Agreement") substantially in the form of Exhibit H and the Administrative Agent, the L/C Issuer and the Swing Line Lender shall, if acceptable to them in their respective reasonable discretion, execute the same. The effective date of the Aggregate Commitments increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, (x) each New Lender (or, if applicable, each existing Lender that consented to an increase in its Commitment) shall advance Loans, and the Revolving Credit Facility Borrower shall prepay any outstanding Loans (subject and pay any additional amounts required pursuant to item (iiiSection 3.05) in the below provisoan amount sufficient that after giving effect to its Loan each Lender (including each New Lender) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) shall have outstanding its pro rata share of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less Loans and (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) each New Lender and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 increasing existing Lender shall be deemed a request for to have irrevocably and unconditionally purchased and received, without recourse or warranty, an Incremental Term Loan undivided participation in such amount underall outstanding Letters of Credit in accordance with its new Applicable Percentage. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Aggregate Commitments increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender's Commitment shall be increased without its consent thereto, and in accordance witheach Lender may at its option, the terms of Section 2.18. At the time of sending such noticeunconditionally and without cause, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested decline to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)increase its Commitment.
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Request for Increase. Provided there exists no DefaultAt any time prior to April 24, upon 2019 (or, if the Extension Option has been exercised in accordance with Section 2.16, April 24, 2020), the Borrowers shall have the option to increase the Facility Amount by a maximum aggregate amount of up to $1,000,000,000.00 (the “Increase Option”), with any such increase being allocated to the Revolving Credit Facility and/or the Term Loans in such fashion as the Borrower may elect. The Borrowers may exercise the Increase Option at any time and from time to time prior to the date set forth above by providing notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by Lenders); provided, however, (a) that at the Domestic Borrower with the approval time of the Administrative Agentexercise of such option, each L/C Issuer there is no Default or Event of Default which shall have occurred and be continuing; (b) in no event shall the Swingline existence of this Increase Option be deemed a commitment on the part of the Lenders until such time as such Lender (which approvals shall not be unreasonably withheld) (in writing increases its commitment or a new Lender issues a written commitment for any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase amounts in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) excess of the proviso existing $1,000,000,000.00 committed Facility Amount, and then in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any event, such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and Amount shall only be to the remaining portion extent of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At increased commitment or new commitment amounts; (c) at the time of sending such notice, the applicable Borrower Borrowers (in consultation with the Administrative Agent) shall specify the a reasonable time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with Section 2.14(b); (which d) any such increase shall be in no event a minimum aggregate amount of $5,000,000.00 with minimum aggregate increments of $5,000,000.00 above that amount, and a maximum aggregate increase of $1,000,000,000.00; and (e) any such increase shall be less than ten Business Days from the date of delivery of such notice integrated into this Agreement and shall be subject to the Revolving Credit Lenders same terms and Potential Revolving Credit Lendersconditions as this Agreement, except as otherwise provided in Section 2.14(e)(vi).
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Request for Increase. Provided there exists The Borrower may, from time to time (other than during the Relief Period, during which time, notwithstanding anything to the contrary in this Agreement, no Defaultincrease pursuant to this Section 2.14 may be requested or consummated), upon request by written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Facility (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso“Revolving Credit Increase”); provided that (i) the principal amount for all such Revolving Credit Increases, in the aggregate, since the Closing Date (including the then requested Revolving Credit Increase) shall not exceed the sum (with utilization being determined by the Borrower subject to the limits provided herein) of (x) $200,000,000 plus (y) a principal amount such that, after giving effect to such proposed Revolving Credit Increase (measured assuming the entire principal amount of any proposed Revolving Credit Increase being incurred pursuant to this clause (y) is fully drawn), any repayment of other Indebtedness in connection therewith and any other appropriate pro forma --98- adjustment events, the Senior Leverage Ratio is not greater than 2.00 to 1.00; (ii) any such request for an increase shall be in a minimum amount of $25,000,000, 10,000,000 (iior a lesser amount in the event such amount represents all remaining availability under this Section) and the Borrowers Borrower may make a maximum of five such requests (inclusive of excluding any direct requests made for Incremental Term Loans pursuant to Section 2.18) and that are not consummated); (iii) no more than 50% Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the aggregate amount requested pursuant to this Section 2.17 Swing Line Lender; (Aiv) by the applicable Borrower may be an increase to the any Revolving Credit Facility Increase may, at the request of the Borrower, be available for the issuance of Letters of Credit within the limits of the L/C Issuer Sublimits; and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agentv) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which Increase shall in no event constitute Obligations hereunder and shall be less than ten Business Days from the date of delivery of such notice guaranteed and secured pursuant to the Revolving Credit Lenders Guaranty, Collateral Agreement and Potential Revolving Credit Lenders)the other Security Instruments on a pari passu basis with the other Obligations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, time request an increase in the Revolving Credit Facility by an amount (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than exceeding (x) for the period prior to January 9, 2018, $350,000,000 less 50,000,000 and (y) for the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)period from and after January 9, 2018, $150,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00025,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree), and (ii) the Borrowers Borrower may make a maximum of five two such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) from and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount underafter January 9, and in accordance with, the terms of Section 2.182018. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrower proposes any portion of such increase in the Facility be allocated; provided, however, that (i) any existing Lender approached to provide all or a portion of such increase in the Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have declined to participate in such increase in the Facility), (ii) no Lender or Potential Revolving Credit Eligible Assignee providing such increase shall be an Ineligible Institution, (iii) each Lender is requested and Eligible Assignee providing such increase shall be subject to respond the consent of the Administrative Agent (which shall in no event not to be less than ten Business Days from unreasonably withheld) to the date extent an assignment of delivery Term Loans to such Person would require consent of the Administrative Agent under Section ‑41‑ 10.06 and (iv) any Eligible Assignee providing any portion of such notice increase in the Facility that is not an existing Lender (such Eligible Assignee, a “New Lender”) shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Revolving Credit Lenders Administrative Agent and Potential Revolving Credit Lendersits counsel (a “Joinder Agreement”). Any increase in the Facility pursuant to this Section 2.17 shall be in the form of one or more additional term loans made to the Borrower (any such term loan being referred to herein as an “Incremental Term Loan”).
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Request for Increase. Provided there exists that no DefaultEvent of Default shall have occurred and is then continuing, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, time request an increase in the Revolving Credit Facility (subject to item (iiieach such increase, an “Incremental Revolving Increase”) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation establishment of item a new (iiior increasing an existing) in the following provisotranche of pari passu term loans (each a “TL Tranche”; each TL Tranche and Incremental Revolving Increase are collectively referred to as “Incremental Facilities”); provided that (i) after giving effect to each such increase or establishment, the sum of the Revolving Credit Facility and the aggregate principal amount of all TL Tranches shall not exceed $1,500,000,000 in the aggregate, (ii) any such request for an increase or establishment shall be in a minimum amount of $25,000,00025,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit set forth in clause (i) above (or such lesser amount as the Borrower and the Administrative Agent may reasonably agree), (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of all Incremental Revolving Increases shall be on the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to same terms as the Revolving Credit Facility Facility, and (iv) all commitments increased or established, and all loans provided, as part of a TL Tranche shall be on terms agreed to by the Administrative Agent, the Borrower and the remaining portion Lenders providing such TL Tranche; provided, that the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18any then existing Facility. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Request for Increase. Provided there So long as no Default exists or would result therefrom (or, in the case of any Increase the proceeds of which are to be used primarily to finance a Limited Conditionality Acquisition, no DefaultSpecified Event of Default exists or would result therefrom, which condition shall, at the option of the Borrower, be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed), upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, request an increase in the Revolving Credit Facility Commitments (subject to item (iii) in the below provisoan “Increase” and such additional Commitments, “New Commitments”) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than exceeding at any time outstanding the Dollar Equivalent of $500,000,000 (xsuch amount, the “Available Increase Amount”) $350,000,000 less (y) the aggregate principal amount of all any then outstanding Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)Equivalent Debt; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00050,000,000, and (ii) the Borrowers Borrower may make a maximum of five such requests requests. The Borrower may approach any Lender or any Person (inclusive other than a natural Person) to provide all or a portion of any direct requests made for Incremental Term Loans the New Commitments, subject, if applicable, to the approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to Section 2.1811.06(b); provided that (i) no Lender shall have the right to provide any portion of the New Commitments and (iiiii) no more than 50% any Lender approached to provide all or a portion of the aggregate amount requested pursuant New Commitments may elect or decline, in its sole discretion, to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of provide such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18New Commitments. At the time of sending such notice, to the applicable extent applicable, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.
Appears in 1 contract
Request for Increase. Provided there exists no DefaultThe Borrower may, upon from time to time, request by written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheldx) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Facility (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(aa “Revolving Credit Increase”)) not greater than (x) $350,000,000 less , (y) one or more increases in any Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the amount of all Borrower (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases, in the aggregate, after the Closing Date (including the then requested Incremental Increase) shall not exceed the sum of (such amount, the “Incremental Cap”) (x)(A) the greater of (I) the Dollar Equivalent of $250,000,000 (for the avoidance of doubt, no Lender with respect to any Incremental Increase shall be obligated to disburse any Incremental Increases in any currency other than Dollars or Canadian Dollars without its consent) and (II) 65% of EBITDA for the Administrative Borrower and its Restricted Subsidiaries for the last four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates required by Section 6.01(a) or 6.01(b) have been delivered, plus (y) all voluntary prepayments of Term Loans plus (z) such additional unlimited amounts, such that, after giving effect to such Incremental Increases, the First Lien Leverage Ratio of the Administrative Borrower shall be no greater than 2.50 to 1.00 on a pro forma basis (without netting the proceeds of such Incremental Increases and treating all Incremental Increases then incurred as fully drawn for purposes of such calculation); (ii) any such request for an increase Incremental Increase shall be in a minimum Dollar or Dollar Equivalent amount of $25,000,000, 5,000,000 (ii) or a lesser amount in the Borrowers may make a maximum of five event such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and amount represents all remaining availability under this Section); (iii) no more than 50% Revolving Credit Increase shall increase the Swing Line Sublimit without the consent of the aggregate amount requested pursuant Swing Line Lender; (iv) any Revolving Credit Increase may, at the request of the Borrower, be available for the issuance of Letters of Credit within the limits of the L/C Issuer Sublimits; (v) no Incremental Term Loan shall mature earlier than the latest Maturity Date for any Term Facility then in effect or have a shorter weighted average life to this Section 2.17 maturity than the remaining weighted average life to maturity of any Term Facility; (vi) each Incremental Term Loan shall (A) rank pari passu in right of payment, prepayment, voting and/or security with the Term Loans and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vii) except as provided above, all other terms and conditions applicable Borrower may be an increase to any Term Loan Increase or Incremental Term Loan, to the Revolving Credit Facility extent not consistent with the terms and conditions applicable to the remaining portion of such requested increase under this Section 2.17 existing Term Facilities, shall be deemed a request for an reasonably satisfactory to the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower; provided that any terms that are more restrictive to the Borrower and its Restricted Subsidiaries shall be added to the Term Facility hereunder, provided further that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed in such amount under, and respect of each other Term Facility hereunder (or tranche thereof) which shall be in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with form reasonably satisfactory to the Administrative Agent; and (viii) each Incremental Increase shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which constitute Obligations hereunder and shall in no event be less than ten Business Days from the date of delivery of such notice guaranteed and secured pursuant to the Revolving Credit Lenders Guaranty, Collateral Agreements and Potential Revolving Credit Lenders)the other Security Instruments on a pari passu basis.
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer the Borrower may, at any time and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to timetime after the Restatement Effective Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $1,500,000,000 by requesting an increase in the Revolving Credit Facility (subject to item (iii) each such increase, an “Incremental Revolving Increase”), requesting an increase in the below proviso) by an aggregate amount of increases in the Revolving Credit Term Facility (for all each such requestsincrease, but excluding all portions of such increase requests that are allocated as an “Incremental Term Loans pursuant to item Increase”) or establishing a new (iiior increasing an existing) tranche of the proviso in this Section 2.17(a)) not greater than pari passu term facility (x) $350,000,000 less (y) the amount of all each an “Incremental Term Loans made pursuant Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase, and Incremental Term Increase are collectively referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoas “Incremental Facilities”); provided that (i) any except in the case of an Incremental Term Loan Facility, each such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000on the same terms (including maturity date) as the Facility being increased, (ii) the Borrowers may make a maximum terms and conditions of five such requests (inclusive of any direct requests made for each Incremental Term Loans pursuant Loan Facility, subject to clause (iii) of the last proviso to Section 2.1810.01, if applicable, will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase conditions to the Revolving making of a Credit Facility Extension set forth in Section 4.02 (other than Section 4.02(c) and the remaining portion of such requested increase under this Section 2.17 (d)) shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18satisfied or waived. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders). Each notice from the Borrower pursuant to this Section 2.16(a) shall specify (i) whether it proposes an Incremental Revolving Increase, an Incremental Term Increase or an Incremental Term Loan Facility, (ii) if it proposes an Incremental Term Loan Facility, the proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under Section 10.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.
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Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and at any time after the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”))Closing Date, the Borrowers Company may from time to timerequest additional Commitments (each, request an increase in “Incremental Commitment” and, collectively, the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as “Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoCommitments”); provided that (i) after giving effect to any such request for an increase shall be in a minimum addition, the aggregate amount of Incremental Commitments that have been added pursuant to this Section 2.15 after the Amendment No. 2 Effective Date shall not exceed $25,000,000300,000,000 minus the amount, if any, of the then outstanding or committed Indebtedness permitted by Section 7.03(k), (ii) any such addition shall be in an aggregate amount of not less than $25,000,000 (or such lesser amount as may be acceptable to the Borrowers Administrative Agent or shall represent all remaining availability under this Section 2.15) and (iii) the Company may make a maximum of five three such requests after the Amendment No. 2 Effective Date. Incremental Commitments may be provided, at the option of the Company, by (inclusive i) increasing the aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Facility (each, a “Revolving Credit Facility Increase”) or (ii) creating a new tranche of any direct requests made for term loans (each, an “Incremental Term Loans pursuant Loan Facility”; and each term loan thereunder, an “Incremental Term Loan”; and each Revolving Credit Facility Increase and Incremental Term Loan Facility may also be referred to Section 2.18) and (iii) herein as an “Incremental Increase”); provided that no more than 50% of the aggregate amount requested pursuant to this Section 2.17 Revolving Credit Facility Increase shall (A) by increase the applicable Borrower may be an Swing Line Sublimit without the consent of the Swing Line Lender, (B) increase to the Revolving Letter of Credit Facility and Sublimit without the remaining portion consent of such requested the L/C Issuers or (C) increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms Alternative Currency Sublimit without the consent of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Required Revolving Credit Lenders).
Appears in 1 contract
Samples: Credit Agreement (Tetra Tech Inc)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each the L/C Issuer and the Swingline Swing Line Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 200,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) ), and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A2.17(a) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Samples: Credit Agreement (Diodes Inc /Del/)
Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), at any time after the Borrowers Closing Date, the Company may from time to timerequest additional Commitments (each an “Additional Commitment” and all of them, request an increase in collectively, the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso“Additional Commitments”); provided that (ix) after giving effect to any such request for an increase shall be in a minimum amount of $25,000,000addition, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested of Additional Commitments that have been added pursuant to this Section 2.17 2.15 after the Closing Date shall not exceed the Additional Commitments Limit, (Ay) by the applicable Borrower any such addition shall be in an aggregate amount of not less than $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or, in either case, such lesser amount as may be an increase acceptable to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) and (z) after giving effect to any such addition, the aggregate outstanding amount of Additional Term Loans made to Designated Borrowers that are not U.S. Borrowers shall specify not exceed, when taken together with the time period within which each aggregate Outstanding Amount of all Revolving Credit Lender or Potential Loans made to Designated Borrowers that are not U.S. Borrowers, $30,000,000. Any loans made in respect of any such Additional Commitments (the “Additional Loans”) may be made, at the option of the Company, by either (i) increasing the Aggregate Revolving Credit Lender is requested to respond Commitments with the same terms (which shall in no event be less than ten Business Days from including pricing) as the date of delivery of such notice to the existing Revolving Credit Lenders Facility, or (ii) creating a new tranche of terms loans (any loans provided pursuant to such additional tranche, the “Additional Term Loans”) (it being understood that the Company has the absolute right to pursue Additional Commitments in accordance with this Section 2.15 and Potential no Lender shall have the ability to block any such pursuit although no Lender shall be obligated to provide any Additional Commitments); provided that no increase in the Aggregate Revolving Credit Commitments shall (A) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) increase the Letter of Credit Sublimit (or change the allocation of the Letter of Credit Sublimit among the L/C Issuers) without the consent of the L/C Issuers or (C) increase the Alternative Currency Sublimit or the Designated Non-U.S. Borrower Sublimit, in either case, without the consent of the Required Revolving Lenders).
Appears in 1 contract
Request for Increase. Provided there exists no DefaultThe Company may, upon from time to time, request by notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheldx) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Facility (for all such requestseach, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(aa “Revolving Credit Increase”)) not greater than (x) $350,000,000 less , (y) one or more increases in any Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the amount of all Company or a Designated Borrower (each, an “Incremental Term Loans made pursuant Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or as the operation of item (iii) in the following proviso“Incremental Increases”); provided that (i) the aggregate principal amount for all such Incremental Increases shall not exceed $300,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $25,000,000, 25,000,000 (ii) or a lesser amount in the Borrowers may make a maximum of five event such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and amount represents all remaining availability under this Section); (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 Revolving Credit Increase shall (A) by increase the applicable Borrower may be an Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase to the Revolving Credit Facility and Swing Line Sublimit without the remaining portion consent of such requested increase under this Section 2.17 shall be deemed a request for an each of the Swing Line Lenders; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for any Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be subordinate, paid after the Term Loans, unsecured or have fewer voting rights by the Lenders providing such amount underIncremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in accordance witheach case reasonably acceptable to the Administrative Agent and the Company) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Company; (vi) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions of the existing Facilities, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in or made applicable to the existing Facilities (except to the extent only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of Section 2.18. At the time then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of sending such noticepayment, prepayment, voting and/or security, shall be guaranteed and secured pursuant to the applicable Borrower (in consultation Guaranty and the Collateral Documents on a pari passu basis with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)other Obligations hereunder.
Appears in 1 contract
Request for Increase. Provided there exists no DefaultAt any time after the Closing Date, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible AssigneesBorrower may, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request (i) one or more incremental term loans (an increase in the Revolving Credit Facility “Incremental Term Loan”) or (subject to item (iiiii) in the below proviso) by an aggregate amount of one or more increases in the Revolving Credit Commitments (a “Revolving Credit Facility (for all such requestsIncrease” and, but excluding all portions together with the initial principal amount of such increase requests that are allocated as the Incremental Term Loans pursuant to item (iii) of Loans, the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all “Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoIncreases”); provided that (iA) the aggregate principal amount for all such Incremental Increases shall not exceed the sum of (1) $75,000,000 plus (2) an amount which, after giving pro forma effect to such Incremental Increase (assuming that the entire Incremental Increase is funded on the effective date thereof and after giving effect to the use of proceeds thereof) pursuant to this clause (2), would not cause the Consolidated TotalSecured Leverage Ratio, as of the most recently completed Reference Period, to exceed the lesser of (x) 4.503.75 to 1.00 and (y) the Financial Covenant (in each case, as demonstrated by the Borrower in a written certification to the Administrative Agent), (B) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of 10,000,000 for any direct requests made for Incremental Term Loans Loan and $10,000,000 for any Revolving Credit Facility Increase or, if less, the remaining amount permitted pursuant to Section 2.18the foregoing clause (A) and (iiiC) no more than 50% five (5) Incremental Increases shall be permitted to be requested during the term of this Agreement. Unless the aggregate amount requested pursuant Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increase would be permitted to this Section 2.17 be incurred under clause (AA)(2) by above on the applicable Borrower may be an increase to date of determination, such Incremental Increase (or the Revolving Credit Facility and the remaining relevant portion of such requested increase under this Section 2.17 thereof) shall be deemed a request for an Incremental Term Loan to have been incurred in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower reliance on clause (in consultation with the Administrative AgentA)(2) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice above prior to the Revolving Credit Lenders and Potential Revolving Credit Lenders)utilization of any amount available under clause (A)(1) above.
Appears in 1 contract
Samples: Credit Agreement (Switch, Inc.)
Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer the Borrower may, at any time and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to timetime after the Second Amendment Effective Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $1,500,000,000 by requesting an increase in the Revolving Credit Facility (subject to item (iii) each such increase, an “Incremental Revolving Increase”), requesting an increase in the below proviso) by an aggregate amount of increases in the Revolving Credit Term Facility (for all each such requestsincrease, but excluding all portions of such increase requests that are allocated as an “Incremental Term Loans pursuant to item Increase”) or establishing a new (iiior increasing an existing) tranche of the proviso in this Section 2.17(a)) not greater than pari passu term facility (x) $350,000,000 less (y) the amount of all each an “Incremental Term Loans made pursuant Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase, and Incremental Term Increase are collectively referred to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoas “Incremental Facilities”); provided that (i) any except in the case of an Incremental Term Loan Facility, each such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000on the same terms (including maturity date) as the Facility being increased, (ii) the Borrowers may make a maximum terms and conditions of five such requests (inclusive of any direct requests made for each Incremental Term Loans pursuant Loan Facility, subject to clause (iii) of the last proviso to Section 2.1810.01, if applicable, will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase conditions to the Revolving making of a Credit Facility Extension set forth in Section 4.02 (other than Section 4.02(c) and the remaining portion of such requested increase under this Section 2.17 (d)) shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18satisfied or waived. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders). Each notice from the Borrower pursuant to this Section 2.16(a) shall specify (i) whether it proposes an Incremental Revolving Increase, an Incremental Term Increase or an Incremental Term Loan Facility, (ii) if it proposes an Incremental Term Loan Facility, the proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under Section 10.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.
Appears in 1 contract
Request for Increase. Provided there exists that no DefaultDefault shall have occurred and be continuing at such time or would result therefrom, upon notice to the Administrative Agent (which which, if all Lenders under the specified Facility are being requested, shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by Term A Lenders, as applicable and, if less than all Lenders under the Domestic Borrower with the approval of the Administrative Agentspecified Facility are being requested, each L/C Issuer and the Swingline individual Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)being requested), the Borrowers may Company may, from time to time, request an one or more Lenders to increase in their portion of the Revolving Credit Facility (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requestsor Term A Loans, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)both; provided that (i) any such request for an increase in the Revolving Credit Facility or the Term A Facility, in each case, shall be in a minimum amount of $25,000,00010,000,000, (ii) no increase may be made to (A) any portion of the Borrowers may make Revolving Credit Facility with a maximum Maturity Date earlier than any other portion of five such requests the Revolving Credit Facility or (inclusive of B) any direct requests made for Incremental Term Loans pursuant to Section 2.18) A Facility with a Maturity Date earlier than any other existing Term A Facility and (iii) no more than 50% the amount of such increase, together with the aggregate amount requested pursuant of all undrawn Commitments and outstanding Loans under all Facilities (after giving effect to this Section 2.17 (A) by any repayment of Loans and reduction of Commitments to be made with the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion proceeds of such requested increase under this on the date of such increase or as evidenced by an irrevocable notice delivered on such date in the manner set forth in Section 2.17 2.04(a) or Section 2.05(a), as applicable) shall be deemed a request for an Incremental Term Loan not exceed $5,233,000,000; provided that, in such no event shall the aggregate amount under, and in accordance with, the terms of Section 2.18outstanding Loans at any time exceed $5,233,000,000. At the time of sending such notice, the applicable Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender and each Term A Lender, as applicable, is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lenders by the Revolving Credit Lenders and Potential Revolving Credit LendersAdministrative Agent).
Appears in 1 contract
Request for Increase. Provided there exists no Default or Event of Default, or no Default or Event of Default would occur as a result of such increase, upon notice to the Administrative Agent from the Parent’s Chief Financial Officer (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request an increase in the Revolving Credit Facility (subject to item (iii) Total Commitment in excess of the below proviso) initial Total Commitments of $500,000,000 by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than exceeding $250,000,000 (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso“Maximum Increase”); provided that (ia) any such request for an increase shall be in a minimum amount of $25,000,00050,000,000, (iib) the Borrowers Borrower may make a maximum of five three (3) such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iiic) no more than 50% of that the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of all such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18requests does not exceed $250,000,000. At the time of sending such notice, the applicable Borrower Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business (10) Banking Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders). Notwithstanding anything to the contrary in this Section 2.7, the aggregate amount of the Maximum Increase shall automatically be reduced to $100,000,000 (inclusive of all prior increases effected pursuant to this Section 2.7) on the earlier of (a) June 30, 2008, if the VECO Acquisition has not been consummated by such date, and (b) ten (10) Banking Days after the date the Parent, on behalf of the Borrowers, delivers written notice to the Agent that the VECO Purchase Agreement has been terminated without the VECO Acquisition having been consummated. To the extent the aggregate amount of the Total Commitments has been increased prior to such date pursuant to this Section 2.7 by more than $100,000,000, such reduction shall have the effect of reducing the Total Commitment by the amount that the sum of such prior increases of the Total Commitment pursuant to this Section 2.7 exceeds $100,000,000 (which reduction of the Total Commitment shall ratably reduce each Lender’s Commitment), and the Borrowers shall, immediately after and giving effect to such reduction, if necessary, make a principal payment to the Agent for the account of the Lenders as required by Section 4.3.1.
Appears in 1 contract
Samples: Revolving Credit Agreement (Ch2m Hill Companies LTD)
Request for Increase. Provided (i) there exists no Default, (ii) after giving effect thereto, the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, (iii) the Borrowing Base exceeds the Borrowing Base Obligations at such time and (iv) the incurrence of such Debt and the Liens securing such Debt shall be permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C), upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Paying Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible AssigneesBorrower may, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request (x) an increase in the Revolving Credit Facility (subject to item (iii) in the below proviso) by each an aggregate amount of increases in the “Incremental Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iiiFacility”) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less or (y) the addition of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Facility”); provided, that in no event shall the aggregate principal amount of all Incremental Facilities incurred after the Effective Date exceed $400,000,000 (it being understood and agreed that the Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following provisoFacility constitutes an “Incremental Facility” hereunder); provided further that (i) any such request for an increase Incremental Facility shall be in a minimum amount of $25,000,000, (ii) . If the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant Borrower elects to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the request that existing Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for Lenders participate in an Incremental Term Loan in such amount underFacility, and in accordance with, the terms of Section 2.18. At then at the time of sending such notice, the applicable Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Paying Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders).
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, time request an increase in the Revolving Credit Facility by an amount (subject to item (iii) in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than exceeding (x) for the period prior to January 9, 2018, $350,000,000 less 50,000,000 and (y) for the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)period from and after January 9, 2018, $150,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00025,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree), and (ii) the Borrowers Borrower may make a maximum of five two such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) from and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount underafter January 9, and in accordance with, the terms of Section 2.182018. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrower proposes any portion of such increase in the Facility be allocated; provided, however, that (i) any existing Lender approached to provide all or a portion of such increase in the Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have declined to participate in such increase in the Facility), (ii) no Lender or Potential Revolving Credit Eligible Assignee providing such increase shall be an Ineligible Institution, (iii) each Lender is requested and Eligible Assignee providing such increase shall be subject to respond the consent of the Administrative Agent (which shall in no event not to be less than ten Business Days from unreasonably withheld) to the date extent an assignment of delivery Term Loans to such Person would require consent of the Administrative Agent under Section 10.06 and (iv) any Eligible Assignee providing any portion of such notice increase in the Facility that is not an existing Lender (such Eligible Assignee, a “New Lender”) shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Revolving Credit Lenders Administrative Agent and Potential Revolving Credit Lendersits counsel (a “Joinder Agreement”). Any increase in the Facility pursuant to this Section 2.17 shall be in the form of one or more additional term loans made to the Borrower (any such term loan being referred to herein as an “Incremental Term Loan”).
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, time request one or more new term loans in an increase in amount (the Revolving Credit Facility (subject to item (iii"Additional Term Loans") in the below proviso) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests) not exceeding $100,000,000 in the aggregate, but excluding all portions of such increase requests that are allocated as Incremental which Additional Term Loans pursuant to item (iii) will be a new tranche of the proviso in term loans under this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)Agreement; provided that (i) no Event of Default or Default exists or would exist after giving effect thereto, (ii) the Borrowers shall be in compliance with Section 7.11 on a Pro Forma Basis after giving effect thereto, (iii) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the original Term Loans, (iv) the Applicable Rate with respect to any Additional Term Loans shall not be more than 0.25% higher than the Applicable Rate with respect to the existing tranche of Term Loans, (v) any such request for an increase shall be in a minimum amount of $25,000,000, 20,000,000 and (iivi) the Borrowers may make a maximum of five three such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18requests. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) Borrowers shall specify the time period within which identity of each Revolving Credit Eligible Assignee (and any existing Lender) to whom the Borrowers propose any portion of such Additional Term Loans be allocated and the amounts of such allocations; provided, however, that (A) any existing Lender approached to provide all or a portion of the Additional Term Loans may elect or decline, in its sole discretion, to provide all or any portion of such Additional Term Loans offered to it and (B) any Eligible Assignee that is not an existing Lender (a "New Additional Term Loan Lender") shall be approved by the Administrative Agent and the Borrowers (such approvals not to be unreasonably withheld or delayed) (each New Additional Term Loan Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lendersexisting Lender, an "Additional Term Loan Lender").
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), at any time during the Borrowers Revolving Commitment Period, the Borrower may from time to time, request an increase in the aggregate Revolving Credit Facility Commitments by an amount not exceeding $25,000,000 (subject to item (iii) which, for the avoidance of doubt, could result in the below proviso) by an aggregate amount of increases in the aggregate Revolving Credit Facility Commitments of not more than $50,000,000) (for all such requests, but excluding all portions of any such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to the aggregate Revolving Commitments being a direct Borrower request under such Section or the operation of item (iii) in the following proviso“Revolver Increase”); provided that (i) no Lender shall be obligated to participate in any Revolver Increase and each Lender’s determination to participate in any such Revolver Increase shall be made in such Lender’s sole and absolute discretion; (ii) any such request for an increase a Revolver Increase shall be in a minimum amount of $25,000,0005,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of only make one such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18a Revolver Increase. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period (such period, the “Election Period”) within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which Election Period shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders) and the Administrative Agent shall promptly thereafter notify each Lender of the Borrower’s request for such Revolver Increase and the Election Period during which each Lender is requested to respond to such Borrower request. Any additional Revolving Credit Lenders Loans made available pursuant to any such Revolver Increase shall be treated on the same terms (including with respect to pricing and Potential maturity date) as, and made pursuant to the same documentation as is applicable to, the original Revolving Credit Lenders)Facility.
Appears in 1 contract
Samples: Second Amendment Agreement (Barracuda Networks Inc)
Request for Increase. Provided there exists no Default, upon Upon written notice (the “Increase Notice”) to the Administrative Agent (which who shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by provide the Domestic Borrower Lenders with the approval access to a copy of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)Increase Notice), the Borrowers may may, at any time and from time to timetime on or prior to the latest Maturity Date (or, with respect to a Revolving Commitment Increase, the Revolving Commitment Termination Date), request (1) an increase in the Aggregate Revolving Credit Facility Commitment Amount (subject to item a “Revolving Commitment Increase”) and/or (iii2) in additional term loans (the below proviso“Additional Term Loans”; any Revolving Commitment Increase or Additional Term Loans, each, an “Incremental Facility”) by an aggregate amount of not exceeding $25,000,000 in the aggregate; provided that increases in the Aggregate Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) Commitment Amount shall not greater than (x) exceed $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) 5,000,000 in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the aggregate. The Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify in the Increase Notice (x) the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date on which the Increase Notice was provided to such Lenders by the Administrative Agent), (y) the amount of delivery of the requested Incremental Facility, which amount shall not be less than $5,000,000 per request, and (z) the date on which such notice Revolving Commitment Increase is requested to the Revolving Credit Lenders and Potential Revolving Credit Lenders)become effective and/or Additional Term Loans are to be funded.
Appears in 1 contract
Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, time request an increase in the Revolving Credit Term Facility by an amount (subject to item (iii) in the below provisoaggregate for all such requests) by an not exceeding $250,000,000, less the aggregate amount of all increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made consummated pursuant to Section 2.18 (whether pursuant 2.16 on or prior to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)time; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,00025,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the Borrowers Borrower may make a maximum of five three such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% the written consent of the aggregate amount requested pursuant to this Section 2.17 Administrative Agent (Awhich consent shall not be unreasonably withheld) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request required for an Incremental any such increase in the Term Loan in such amount under, and in accordance with, the terms of Section 2.18Facility. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which identity of each Revolving Credit Lender and each Eligible Assignee to whom the Borrower proposes any portion of such increase in the Term Facility be allocated; provided, however, that (i) any existing Lender approached to provide all or Potential Revolving Credit a portion of such increase in the Term Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Term Facility offered to it (and any Lender is requested that has failed to respond to any such request shall be deemed to have declined to participate in such increase in the Term Facility) and (which shall in no event be less than ten Business Days from the date of delivery ii) any Eligible Assignee providing any portion of such notice increase in the Term Facility that is not an existing Term Lender (such Eligible Assignee, a “New Term Lender”) shall become a Term Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Revolving Credit Lenders Administrative Agent and Potential Revolving Credit Lendersits counsel (a “Term Lender Joinder Agreement”). Any increase in the Term Facility pursuant to this Section 2.17 shall be in the form of one or more additional term loans made to the Borrower (any such term loan being referred to herein as an “Incremental Term Loan”).
Appears in 1 contract
Samples: Assignment and Assumption (American Assets Trust, Inc.)
Request for Increase. Provided there exists no Default, except as provided in clause (e) below, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, including in connection with the [Second]Third Amendment Effective Date (it being understood that any such request for an increase to be made in connection with the [Second Amendment]Term B-2 Facility and all notices and allocations required to be made pursuant to this Section 2.13 with respect to the Term B-2 Facility shall be deemed to have been made and such increase shall be effective on the [date that is four (4) Business Days after the Second]Third Amendment Effective Date), request an increase in the Revolving Credit Facility Aggregate Commitments (subject to item (iii) in which increase may take the below provisoform of new revolving loan tranches or term loan tranches) by an aggregate amount of increases in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than exceeding, in the aggregate, (x[x)]i) €1,000,000,000 on the [date that is four (4) Business Days after the Second]Third Amendment Effective Date[, $350,000,000 less 500,000,000 and (y] plus (ii) the amount of all thereafter, [$500,000,000]the Maximum Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso)Facilities Amount; provided that (i[i]x) any such request for an increase shall be in a minimum amount of $25,000,000100,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii[ii]y) no more than 50% of the aggregate amount requested pursuant Lender shall be required to this Section 2.17 (A) by participate in an increase in the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of Commitments after such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18request. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Appropriate Lenders).
Appears in 1 contract
Samples: Credit Agreement (Equinix Inc)
Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers Borrower may from time to time, request an increase the establishment of one or more new commitments which may be in the Revolving Credit same Facility as any outstanding Term Loans of an existing Class of Term Loans (subject to item a “Term Loan Increase”) or a new Class of Term Loans (iiicollectively, with any Term Loan Increase, the “Incremental Term Commitments”) in the below proviso) by an aggregate principal amount of increases in the Revolving Credit Facility (for all such requestsrequests after the Amendment No. 6 Effective Date) not exceeding (w) $150,000,000 (the “Incremental Base Amount”) minus the aggregate outstanding principal amount of Incremental Equivalent Debt incurred pursuant to Section 7.02(l)(i) plus (x) voluntary prepayments of the Term Loans (other than prepayments funded with the proceeds of long-term Indebtedness) pursuant to Section 2.04(a)(i) made on or prior to the date of determination minus the aggregate outstanding principal amount of Incremental Equivalent Debt incurred pursuant to Section 7.02(l)(ii) plus (y) an additional amount if, but excluding all portions after giving pro forma effect to the incurrence of such increase requests that additional amount as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or are allocated required to be delivered pursuant to Section 6.01(a) or (b), as if any Incremental Term Loans pursuant to item (iii) of the proviso in this Section 2.17(a)) not greater than (x) $350,000,000 less (y) the amount of all available under such Incremental Term Loans made pursuant Commitments and any other applicable debt had been outstanding on the last day of such period, the Consolidated Senior Secured Leverage Ratio is equal to Section 2.18 (whether pursuant to a direct Borrower request under such Section or less than the operation of item (iii) in the following proviso)Increase Incurrence Test; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, 10,000,000 (or such lesser amount as (x) may be approved by the Administrative Agent or (y) shall constitute the difference between the Incremental Base Amount and the aggregate amount of all such Incremental Term Commitments and all Incremental Equivalent Debt incurred under Section 7.02(l)(i) and obtained on or prior to such date) and (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental new Term Loans pursuant to Section 2.18) and (iii) no more than 50% may be part of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion same or a different Class of such requested increase Term Loans under this Section 2.17 shall be deemed a request for an Incremental any Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders and Potential Revolving Credit Lenders)Facility.
Appears in 1 contract
Request for Increase. Provided there exists no DefaultThe Borrower may, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders at any time and other Eligible Assignees selected by the Domestic Borrower with the approval of the Administrative Agent, each L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld) (any such Eligible Assignees, “Potential Revolving Credit Lenders”)), the Borrowers may from time to time, request request, by notice to the Agent, an increase in the Revolving Credit Commitment Cap (“Facility Increase ”), within the limitations described in this subsection 2.16, which request will set forth the amount of each such requested Facility Increase. The Agent’s approval of such request will not be unreasonably withheld. If the Agent approves any such Facility Increase, then the Commitment Cap may be so increased (up to the amount of such approved Facility Increase, in the aggregate) by having one or more Lenders increase the amount of their then existing Commitments or become New Lenders with a new Commitment under this Agreement, subject to item and in accordance with the provisions of this subsection 2.16. Any Facility Increase will be subject to the following limitations and conditions: (iiiA) any increase (in the aggregate) in the below proviso) by an aggregate Commitment Cap and the amount of increases (in the Revolving Credit Facility (for all such requests, but excluding all portions of such increase requests that are allocated as Incremental Term Loans pursuant to item (iiiaggregate) of any new Commitment of any New Lender or the proviso amount (in this Section 2.17(a)the aggregate) of any increase in the Commitment of any New Lender, will (unless otherwise agreed by the Borrower and the Agent) not greater than (x) $350,000,000 less (y) the amount of all Incremental Term Loans made pursuant to Section 2.18 (whether pursuant to a direct Borrower request under such Section or the operation of item (iii) in the following proviso); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrowers may make a maximum of five such requests (inclusive of any direct requests made for Incremental Term Loans pursuant to Section 2.18) and (iii) no more than 50% of the aggregate amount requested pursuant to this Section 2.17 (A) by the applicable Borrower may be an increase to the Revolving Credit Facility and the remaining portion of such requested increase under this Section 2.17 shall be deemed a request for an Incremental Term Loan in such amount under, and in accordance with, the terms of Section 2.18. At the time of sending such notice, the applicable Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender or Potential Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from $5,000,000 (and will be in integral multiples of $1,000,000 if in excess thereof) and not more than $20,000,000 in the date aggregate; (B) the Borrower and each New Lender must execute and deliver a Commitment and Acceptance substantially in the form of delivery of Exhibit I, and the Agent must have accepted and executed the same; (C) the Borrower must have executed and delivered to the Agent such Revolving Notes as the Agent may require to effect such Facility Increase; and (D) the Borrower and each New Lender must otherwise execute and deliver such other instruments and documents as the Agent may reasonably request in connection with such Facility Increase. The Agent will provide prompt written notice to the Revolving Credit all Lenders and Potential Revolving Credit Lenders)of any Facility Increase.
Appears in 1 contract
