Common use of Revolving Commitment Increases Clause in Contracts

Revolving Commitment Increases. (a) Borrower shall have the right, but not the obligation, after the Closing Date, upon notice to the Administrative Agent (an “Commitment Increase Notice”), to request an increase in the aggregate commitments under the Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (each, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; provided that (i) no commitment of any Lender may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments or otherwise acceptable to the Administrative Agent (it being understood that terms not substantially identical to the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the Revolving Commitment Increase shall be requested in minimum amounts of $15,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (i) the amount of the Revolving Commitment Increase being requested and (ii) the date on which such Revolving Commitment Increase is requested to become effective.

Appears in 3 contracts

Samples: Credit Agreement (Builders FirstSource, Inc.), Credit Agreement (Builders FirstSource, Inc.), Collateral Agreement (Builders FirstSource, Inc.)

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Revolving Commitment Increases. (ai) Borrower shall have the right, but not the obligation, after the Closing Date, upon notice The Agent or any other Person may arrange for existing Applicable Lenders to the Administrative Agent (Borrowers within any Borrower Group to increase their Tranche A Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group hereunder and to issue revolving commitments in an “Commitment Increase Notice”), amount equal to request an the amount of the increase in the aggregate commitments under total of Tranche A Revolving Commitments requested by the Initial Revolving Facility Borrower Agent for the Borrowers within such Borrower Group (which may, at the election of Borrower, include a proportionate each such increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (eachby either means, a “Revolving Commitment Increase”, and the loans thereundereach such Revolving Commitment Increase issued to U.S. Borrowers, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental U.S. Revolving Facility”) by an aggregate amount of up Commitment Increase” and each such Revolving Commitment Increase issued to the greater of $500,000,000 Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and 50.0% of Consolidated EBITDA for each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the most recently ended Test Period as of such timeCanadian Borrowers, an “Additional Canadian Revolving Lender”); provided provided, however, that (i) no commitment of any Lender may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) no Tranche A Revolving Lender shall be guaranteed obligated to provide a Revolving Commitment Increase as a result of any such request by the Guarantors and Borrower Agent, provided that the Borrower Agent shall rank pari passu in right of (1) priority not be obligated to provide any existing Tranche A Revolving Lender with respect the opportunity to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that is not an existing Tranche A Revolving Lender shall be on terms an Eligible Assignee and pursuant shall be subject to the documentation applicable to approval of the existing Commitments or otherwise acceptable to Agent, each Issuing Bank and the Administrative Borrower Agent (it being understood that terms each such consent not substantially identical to the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptablebe unreasonably withheld); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the . Each Revolving Commitment Increase shall be requested in a minimum amounts aggregate amount of at least $20,000,000 and in integral multiples of $15,000,000 or a higher multiple of $1,000,0001,000,000 in excess thereof. The proceeds of each Each Revolving Commitment Increase may shall be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall subject to the terms and conditions set forth (iin this Section 2.23(b) the amount of the and any Tranche A Revolving Commitment Increase being requested and (ii) the date on which Loans pursuant to such Revolving Commitment Increase is requested or new Tranche A Revolving Commitments shall be on the same terms and conditions as all other Tranche A Revolving Loans, except with respect to become effectiveany fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders.

Appears in 3 contracts

Samples: Credit Agreement (American Tire Distributors Holdings, Inc.), Credit Agreement (ATD Corp), Credit Agreement (ATD Corp)

Revolving Commitment Increases. (a) Borrower shall have the right, but not the obligation, after the Closing Date, upon notice to the Administrative Agent (an “Commitment Increase Notice”), to request an increase in the aggregate commitments under the Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (each, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time500,000,000; provided that (i) no commitment of any Lender may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments or otherwise acceptable to the Administrative Agent (it being understood that terms not substantially identical to the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the Revolving Commitment Increase shall be requested in minimum amounts of $15,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (i) the amount of the Revolving Commitment Increase being requested and (ii) the date on which such Revolving Commitment Increase is requested to become effective.

Appears in 2 contracts

Samples: Abl Credit Agreement (Builders FirstSource, Inc.), Abl Credit Agreement (Builders FirstSource, Inc.)

Revolving Commitment Increases. (ai) Borrower shall have the right, but not the obligation, after the Closing Date, upon notice The Agent or any other Person may arrange for existing Applicable Lenders to the Administrative Agent (Borrowers within any Borrower Group to increase their Revolving Commitments to the Borrowers within such Borrower Group or for other Persons to become Applicable Lenders to the Borrowers within such Borrower Group hereunder and to issue revolving commitments in an “Commitment Increase Notice”), amount equal to request an the amount of the increase in the aggregate commitments under total of Revolving Commitments requested by the Initial Revolving Facility Borrower Agent for the Borrowers within such Borrower Group (which may, at the election of Borrower, include a proportionate each such increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (eachby either means, a “Revolving Commitment Increase”, and the loans thereundereach such Revolving Commitment Increase issued to U.S. Borrowers, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental U.S. Revolving Facility”) by an aggregate amount of up Commitment Increase” and each such Revolving Commitment Increase issued to the greater of $500,000,000 Canadian Borrowers, a “Canadian Revolving Commitment Increase”, and 50.0% of Consolidated EBITDA for each such Person issuing, or Applicable Lender increasing, its Revolving Commitment, an “Additional Revolving Commitment Lender”, and each such Additional Revolving Commitment Lender to U.S. Borrowers, an “Additional U.S. Revolving Commitment Lender” and each such Additional Revolving Commitment Lender to the most recently ended Test Period as of such timeCanadian Borrowers, an “Additional Canadian Revolving Lender”); provided provided, however, that (i) no commitment of any Lender may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) no Revolving Lender shall be guaranteed obligated to provide a Revolving Commitment Increase as a result of any such request by the Guarantors and Borrower Agent, provided that the Borrower Agent shall rank pari passu in right of (1) priority not be obligated to provide any existing Revolving Lender with respect the opportunity to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender that is not an existing Revolving Lender shall be on terms an Eligible Assignee and pursuant shall be subject to the documentation applicable to approval of the existing Commitments or otherwise acceptable to Agent, each Issuing Bank and the Administrative Borrower Agent (it being understood that terms each such consent not substantially identical to the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptablebe unreasonably withheld); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the . Each Revolving Commitment Increase shall be requested in a minimum amounts aggregate amount of at least $20,000,000 and in integral multiples of $15,000,000 or a higher multiple of $1,000,0001,000,000 in excess thereof. The proceeds of each Each Revolving Commitment Increase may shall be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall subject to the terms and conditions set forth (iin this Section 2.23(b) the amount of the and any Revolving Commitment Increase being requested and (ii) the date on which Loans pursuant to such Revolving Commitment Increase is requested or new Revolving Commitments shall be on the same terms and conditions as all other Revolving Loans, except with respect to become effectiveany fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders.

Appears in 2 contracts

Samples: Credit Agreement (American Tire Distributors Holdings, Inc.), Credit Agreement (ATD Corp)

Revolving Commitment Increases. (a) The Borrower shall have the rightmay from time to time (and more than one time), but not the obligation, after the Closing Date, upon by written notice to the Administrative Agent (an “Commitment Increase Notice”which shall promptly deliver a copy to each of the Lenders), to request an increase in that the aggregate commitments under the Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (each, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) Commitments be increased by an aggregate amount of up to the greater of not less than $500,000,000 and 50.0% of Consolidated EBITDA 15,000,000 for the most recently ended Test Period as of any such time; provided that (i) no commitment of any Lender may be increased without the consent of such Lenderincrease, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments or otherwise acceptable to the Administrative Agent (it being understood that terms not substantially identical to the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased except to the extent necessary so that to utilize the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the Revolving Commitment Increase shall be requested in minimum amounts remaining unused amount of $15,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction increase permitted under this AgreementSection 2.19(a), provided that after giving effect to any such increase the sum of the total Revolving Commitments shall not exceed $600,000,000. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice Such notice shall set forth (i) the amount of the requested increase in the Revolving Commitment Increase being requested Commitments and (ii) the date on which such Revolving Commitment Increase increase is requested to become effectiveeffective (which shall be not less than ten Business Days or more than 60 days after the date of such notice), and shall offer each Lender (provided that such Lender shall be reasonably satisfactory to the Administrative Agent) the opportunity to increase its Revolving Commitment by such Lender’s Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than ten days after the date of the Borrower’s notice, either agree to increase its applicable Revolving Commitment by all or a portion of the offered amount or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of ten days shall be deemed to have declined to increase its Commitment). In the event that, on the tenth day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have declined to increase their Revolving Commitments or have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the total Revolving Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution, together with any existing Lender that agrees to increase its applicable Revolving Commitment pursuant to the immediately preceding sentence, being called an “Augmenting Lender”) to provide Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall not be subject to the approval of any other Lenders, and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Revolving Commitment of such Augmenting Lender and/or its status as a Lender hereunder. Any increase in the aggregate Revolving Commitments may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Usg Corp), Credit Agreement (Usg Corp)

Revolving Commitment Increases. (ai) Borrower shall have the right, but not the obligation, after the Closing Date, upon notice The Agent or any other Person may arrange for existing Revolving Lenders to increase their Revolving Commitments or for other Persons to become a Revolving Lender hereunder and to issue revolving commitments in an amount equal to the Administrative Agent (an “Commitment Increase Notice”), to request an amount of the increase in the aggregate commitments under total of Revolving Commitments requested by the Initial Revolving Facility Borrower Agent (which may, at the election of Borrower, include a proportionate each such increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (eachby either means, a “Revolving Commitment Increase”, and the loans thereundereach such Person issuing, or Lender increasing, its Revolving Commitment, an Incremental Additional Revolving Loans;” the facility in connection therewith a “Incremental Revolving FacilityCommitment Lender) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time); provided provided, however, that (i) no commitment of any Lender may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) no Revolving Lender shall be guaranteed obligated to provide a Revolving Commitment Increase as a result of any such request by the Guarantors Borrower Agent, and the Borrower Agent shall rank pari passu in right of (1) priority not be obligated to provide any existing Revolving Lender with respect the opportunity to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the provide a Revolving Commitment Increase and (B) any Additional Revolving Commitment Lender which is not an existing Revolving Lender shall be on terms an Eligible Assignee and pursuant shall be subject to the documentation applicable to approval of the existing Commitments or otherwise acceptable to Agent, each Issuing Bank and the Administrative Borrower Agent (it being understood that terms each such consent not substantially identical to the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptablebe unreasonably withheld); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the . Each Revolving Commitment Increase shall be requested in a minimum amounts aggregate amount of at least $20,000,000 and in integral multiples of $15,000,000 or a higher multiple of $1,000,0001,000,000 in excess thereof. The proceeds of each Each Revolving Commitment Increase may shall be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall subject to the terms and conditions set forth (iin this Section 2.23(b) the amount of the and any Revolving Commitment Increase being requested and (ii) the date on which Loans pursuant to such Revolving Commitment Increase is requested or new Revolving Commitments shall be on the same terms and conditions as all other Revolving Loans, except with respect to become effectiveany fees payable in connection therewith as may be separately agreed among the Borrower Agent and the Additional Revolving Commitment Lenders.

Appears in 1 contract

Samples: Credit Agreement (American Tire Distributors Holdings, Inc.)

Revolving Commitment Increases. (ai) Borrower shall have the right, but not the obligation, after the Closing Agreement Date, upon notice to the Administrative Agent (an a “Commitment Increase Notice”), to request an increase in the aggregate commitments under the Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Letter of Credit Commitment Amount and, with the consent of the Swing Line Lender, the include a proportionate increase to Swing Line Commitment) (each, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) (with Administrative Agent’s consent thereto not to be unreasonably withheld or delayed) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time50,000,000; provided that (iA) no commitment of any Lender may be increased without the consent of such Lender, (iiB) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition)thereto, (iiiC) the Incremental Revolving Loans (A1) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1x) priority with respect to the Collateral and (2y) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B2) shall be on terms and pursuant to the documentation applicable to the existing Commitments or otherwise acceptable to the Administrative Agent (it being understood that terms not substantially identical to the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Maturity Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased (D) to the extent necessary so that any Real Property secures the Effective Yield for such Revolving Loans is equal Obligations, flood insurance diligence and documentation have been completed as required by all Flood Insurance Laws or otherwise in a manner satisfactory to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annumall Lenders, and (ivE) the Revolving Commitment Increase shall be requested in minimum amounts of $15,000,000 10,000,000 or a higher multiple of $1,000,0001,000,000 and (F) no Revolving Commitment Increase shall cause the Revolving Loan Commitments after giving effect to such Revolving Commitment Increase to exceed 90% of the greater of clauses (i) and (ii) of the Maximum ABL Facility Amount (as defined in the ABL/Term Intercreditor Agreement) at such time. The proceeds of each Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may shall be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (i) the amount of the Revolving Commitment Increase being requested and (ii) the date on which such Revolving Commitment Increase is requested to become effective.

Appears in 1 contract

Samples: Credit Agreement (Installed Building Products, Inc.)

Revolving Commitment Increases. (ai) Borrower Any request to increase the Revolving Commitments shall have the rightbe made to any Person, but not the obligation, after the Closing Date, upon notice to the Administrative Agent (an “Commitment Increase Notice”), to request an increase in the aggregate commitments under the Initial Revolving Facility (which may, at in the election of Borrower’s sole discretion, include a proportionate existing Revolving Lenders (each such increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (eachmeans, a “Revolving Commitment Increase”, and the loans thereundereach such Person issuing, or Lender increasing, its Revolving Commitment, an Incremental Additional Revolving Loans;” the facility in connection therewith a “Incremental Revolving FacilityCommitment Lender) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time); provided provided, however, that (i) no commitment of any Lender may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) no Revolving Lender shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect obligated to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the provide a Revolving Commitment Increase and as a result of any such request by the Borrower Agent, (B) any Additional Revolving Commitment Lender which is not an existing Revolving Lender shall be on terms an Eligible Assignee and pursuant shall be subject to the documentation applicable to approval of the existing Commitments or otherwise acceptable to Agent, the Administrative Co-Collateral Agents, each Issuing Bank and the Borrower Agent (it being understood that terms each such consent not substantially identical to be unreasonably withheld), and (C) for the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less thanavoidance of doubt, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such no Additional Revolving Loans shall be increased used to the extent necessary so that the Effective Yield effect any exchange of Existing Notes for such Revolving Loans is equal to the Effective Yield for such Incremental or Revolving Loans minus 0.50% per annum, and (iv) the Commitments. Each Revolving Commitment Increase shall be requested in a minimum amounts aggregate amount of at least $25,000,000 and in integral multiples of $15,000,000 or a higher multiple of $1,000,0005,000,000 in excess thereof. The proceeds of each Each Revolving Commitment Increase may shall be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall subject to the terms and conditions set forth (iin this Section 2.23(b) the amount of the and any Revolving Commitment Increase being requested and (ii) the date on which Loans pursuant to such Revolving Commitment Increase is requested or new Revolving Commitments shall be on the same terms and conditions as all other Revolving Loans, except with respect to become effectiveany fees payable in connection therewith as may be separately agreed among the Borrower Agent, the Agent and the Additional Revolving Commitment Lenders.

Appears in 1 contract

Samples: Credit Agreement (Neiman Marcus, Inc.)

Revolving Commitment Increases. (a) The Lead Administrative Borrower shall have the right, but not the obligation, may at any time or from time to time after the Closing Date, upon by notice to the Administrative Agent (an “Commitment Increase Notice”whereupon the Administrative Agent shall promptly deliver a copy to each of the Revolving Credit Lenders), to request an increase one or more increases in the aggregate commitments under amount Revolving Credit Commitments (consisting of the Initial Class of Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Commitment Amount and, Credit Commitments with the consent of the Swing Line Lender, the Swing Line CommitmentLatest Maturity Date) (eacheach such increase, a “Revolving Commitment Increase”); provided that, at the time of any such Revolving Commitment Increase (and after giving effect thereto), no Default or Event of Default shall exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining Incremental Revolving Availability at such time). Notwithstanding anything to the loans thereundercontrary herein, the amount of any requested Revolving Commitment Increase shall not exceed (i) the Incremental Availability at such time, minus (ii) the aggregate amount of FILO Incremental Commitments to be established, or FILO Incremental Loans to be made, at such time pursuant to Section 2.15(b) (the “Incremental Revolving Loans;” Availability”). Each notice from the facility in connection therewith a “Incremental Lead Administrative Borrower pursuant to this Section 2.15(a) shall set forth the requested amount and proposed terms of the relevant Revolving Facility”) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; provided that (i) no commitment of any Lender Commitment Increase. Revolving Commitment Increases may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental provided by any existing Revolving Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments or otherwise acceptable to the Administrative Agent Credit Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms not substantially identical permitted in this Section 2.15(a) and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other Person constituting an Eligible Assignee (any such other Person being called an “Additional Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptableLender”); provided that the Applicable Administrative Agent, the Issuers and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) to such Revolving Loan Margin relating to the Incremental Credit Lender’s or Additional Revolving Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 12.2(b) for an assignment of Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating Credit Commitments to the such Revolving Credit Lender or Additional Revolving Lender. Revolving Credit Commitments in effect prior to respect of Revolving Commitment Increases shall become Revolving Credit Commitments (or in the Closing Date case of the a Revolving Commitment Increase so long asto be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s applicable Class of Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Revolving Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Holdings, each Borrower, each Revolving Credit Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Revolving Lender, if any, and the Administrative Agent. The Borrowers shall use Revolving Commitment Increases only as permitted pursuant to Section 8.9. Upon each increase in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable Credit Commitments pursuant to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the Revolving Commitment Increase shall be requested in minimum amounts of $15,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (i) the amount of the Revolving Commitment Increase being requested and (ii) the date on which such Revolving Commitment Increase is requested to become effective.- 140 -

Appears in 1 contract

Samples: Credit Agreement (Signet Jewelers LTD)

Revolving Commitment Increases. (a) The Parent Borrower shall have the rightmay from time to time (and more than one time), but not the obligation, after the Closing Date, upon by written notice to the Administrative Agent (an “Commitment Increase Notice”which shall promptly deliver a copy to each of the Lenders), to request an increase in that the aggregate commitments under the Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (each, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) Commitments be increased by an aggregate amount of up to the greater of not less than $500,000,000 and 50.0% of Consolidated EBITDA 15,000,000 for the most recently ended Test Period as of any such time; provided that (i) no commitment of any Lender may be increased without the consent of such Lenderincrease, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments or otherwise acceptable to the Administrative Agent (it being understood that terms not substantially identical to the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased except to the extent necessary so that to utilize the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the Revolving Commitment Increase shall be requested in minimum amounts remaining unused amount of $15,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction increase permitted under this AgreementSection 2.18(a), provided that after giving effect to any such increase the sum of the total Revolving Commitments shall not exceed $245,000,000. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice Such notice shall set forth (i) the amount of the requested increase in the Revolving Commitment Increase being requested Commitments and (ii) the date on which such Revolving Commitment Increase increase is requested to become effectiveeffective (which shall be not less than ten Business Days or more than 60 days after the date of such notice), and shall offer each Lender (provided that such Lender shall be reasonably satisfactory to the Administrative Agent) the opportunity to increase its Revolving Commitment by such Lender’s Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Loan Party Representative and the Administrative Agent given not more than ten days after the date of the Loan Party Representative’s notice, either agree to increase its applicable Revolving Commitment by all or a portion of the offered amount or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of ten days shall be deemed to have declined to increase its Commitment). In the event that, on the tenth day after the Loan Party Representative shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have declined to increase their Revolving Commitments or have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the total Revolving Commitments requested by the Loan Party Representative, the Loan Party Representative may arrange for one or more banks or other financial institutions (any such bank or other financial institution, together with any existing Lender that agrees to increase its applicable Revolving Commitment pursuant to the immediately preceding sentence, being called an “Augmenting Lender”) to provide Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall not be subject to the approval of any other Lenders, and the Loan Party Representative and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Lender and/or its status as a Lender hereunder. Any increase in the aggregate Revolving Commitments may be made in an amount that is less than the increase requested by the Loan Party Representative if the Loan Party Representative is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Appears in 1 contract

Samples: Credit Agreement (Usg Corp)

Revolving Commitment Increases. (a) The Lead Administrative Borrower shall have the right, but not the obligation, may at any time or from time to time after the Closing Date, upon by notice to the Administrative Agent (an “Commitment Increase Notice”whereupon the Administrative Agent shall promptly deliver a copy to each of the Revolving Credit Lenders), to request an increase one or more increases in the aggregate commitments under amount Revolving Credit Commitments (consisting of the Initial Class of Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Commitment Amount and, Credit Commitments with the consent of the Swing Line Lender, the Swing Line CommitmentLatest Maturity Date) (eacheach such increase, a “Revolving Commitment Increase”); provided that, at the time of any such Revolving Commitment Increase (and after giving effect thereto), no Default or Event of Default shall exist. Each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining Incremental Revolving Availability at such time). Notwithstanding anything to the loans thereundercontrary herein, the amount of any requested Revolving Commitment Increase shall not exceed (i) the Incremental Availability at such time, minus (ii) the aggregate amount of FILO Incremental Commitments to be established, or FILO Incremental Loans to be made, at such time pursuant to Section 2.15(b) (the “Incremental Revolving Loans;” Availability”). Each notice from the facility in connection therewith a “Incremental Lead Administrative Borrower pursuant to this Section 2.15(a) shall set forth the requested amount and proposed terms of the relevant Revolving Facility”) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; provided that (i) no commitment of any Lender Commitment Increase. Revolving Commitment Increases may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental provided by any existing Revolving Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments or otherwise acceptable to the Administrative Agent Credit Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms not substantially identical permitted in this Section 2.15(a) and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other Person constituting an Eligible Assignee (any such other Person being called an “Additional Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptableLender”); provided that the Applicable Administrative Agent, the Issuers and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) to such Revolving Loan Margin relating Credit Lender’s or Additional Revolving Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 12.2(b) for an assignment of Revolving Loans or Revolving Credit Commitments to such Revolving Credit Lender or Additional Revolving Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall become Revolving Credit Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s applicable Class of Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Revolving Loans may be less thanAmendment”) to this Agreement and, as appropriate, the same or exceed other Loan Documents, executed by each Holdings, each Borrower, each Revolving Credit Lender agreeing 133 to provide such Revolving Credit Commitment, if any, each Additional Revolving Lender, if any, and the Applicable Administrative Agent. The Borrowers shall use Revolving Loan Margin relating Commitment Increases only as permitted pursuant to Section 8.9. Upon each increase in the Revolving Credit Commitments in effect pursuant to this Section 2.15(a), (x) each Revolving Credit Lender immediately prior to the Closing Date such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Xxxxxx’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by more than 0.50% per annumeach Revolving Credit Lender and (iii) participations in Protective Advances held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders represented by such Xxxxxx’s Revolving Credit Commitment (without regard to any separate Class or Classes of) Revolving Credit Commitments of any Revolving Credit Lenders) and (y) if, then on the Effective Yield for date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall be increased on or prior to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the Revolving Commitment Increase shall be requested in minimum amounts effectiveness of $15,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (i) the amount of the Revolving Commitment Increase being requested and (ii) the date on which such Revolving Commitment Increase is requested be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 3.6. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to become effectivethe transactions effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Credit Agreement (Signet Jewelers LTD)

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Revolving Commitment Increases. (ai) Borrower Any request to increase the Revolving Commitments shall have be first made to all existing Revolving Lenders on a pro rata basis. To the rightextent that the existing Revolving Lenders decline to increase their Revolving Commitments, but not the obligation, after the Closing Date, upon notice or decline to increase their Revolving Commitments to the Administrative amount requested by the Borrower Agent, the Agent (may arrange for other Persons to become a Revolving Lender hereunder and to issue revolving commitments in an “Commitment Increase Notice”), amount equal to request an the amount of the increase in the aggregate commitments under total of Revolving Commitments requested by the Initial Borrower Agent and not accepted by the existing Revolving Facility Lenders (which may, at the election of Borrower, include a proportionate each such increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (eachby either means, a “Revolving Commitment Increase”, and the loans thereundereach such Person issuing, or Lender increasing, its Revolving Commitment, an Incremental Additional Revolving Loans;” the facility in connection therewith a “Incremental Revolving FacilityCommitment Lender) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time); provided provided, however, that (i) no commitment of any Lender may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) no Revolving Lender shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect obligated to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the provide a Revolving Commitment Increase and as a result of any such request by the Borrower Agent, (B) any Additional Revolving Commitment Lender which is not an existing Revolving Lender shall be on terms an Eligible Assignee and pursuant shall be subject to the documentation applicable to approval of the existing Commitments or otherwise acceptable to Agent, the Administrative Co-Collateral Agents, each Issuing Bank and the Borrower Agent (it being understood that terms each such consent not substantially identical to be unreasonably withheld), and (C) for the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less thanavoidance of doubt, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such no Additional Revolving Loans shall be increased used to the extent necessary so that the Effective Yield effect any exchange of Existing Notes for such Revolving Loans is equal to the Effective Yield for such Incremental or Revolving Loans minus 0.50% per annum, and (iv) the Commitments. Each Revolving Commitment Increase shall be requested in a minimum amounts aggregate amount of at least $25,000,000 and in integral multiples of $15,000,000 or a higher multiple of $1,000,0005,000,000 in excess thereof. The proceeds of each Each Revolving Commitment Increase may shall be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall subject to the terms and conditions set forth (iin this Section 2.23(b) the amount of the and any Revolving Commitment Increase being requested and (ii) the date on which Loans pursuant to such Revolving Commitment Increase is requested or new Revolving Commitments shall be on the same terms and conditions as all other Revolving Loans, except with respect to become effectiveany fees payable in connection therewith as may be separately agreed among the Borrower Agent, the Agent and the Additional Revolving Commitment Lenders.

Appears in 1 contract

Samples: Credit Agreement (Neiman Marcus, Inc.)

Revolving Commitment Increases. (ai) Borrower shall have the right, but not the obligation, after the Closing Agreement Date, upon notice to the Administrative Agent (an “Commitment Increase Notice”), to request an increase in the aggregate commitments under the Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Letter of Credit Commitment Amount and, with the consent of the Swing Line Lender, the include a proportionate increase to Swing Line Commitment) (each, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) (with Administrative Agent’s consent thereto not to be unreasonably withheld or delayed) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time50,000,000; provided that (iA) no commitment of any Lender may be increased without the consent of such Lender, (iiB) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition)thereto, (iiiC) the Incremental Revolving Loans (A1) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1x) priority with respect to the Collateral and (2y) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B2) shall be on terms and pursuant to the documentation applicable to the existing Commitments or otherwise acceptable to the Administrative Agent (it being understood that terms not substantially identical to the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Maturity Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (ivD) the Revolving Commitment Increase shall be requested in minimum amounts of $15,000,000 10,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may shall be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (i) the amount of the Revolving Commitment Increase being requested and (ii) the date on which such Revolving Commitment Increase is requested to become effective.

Appears in 1 contract

Samples: Credit Agreement (Installed Building Products, Inc.)

Revolving Commitment Increases. (a) Borrower shall have the right, but not the obligation, after the Closing Date, upon notice to the Administrative Agent (an “Commitment Increase Notice”), to request an increase in the aggregate commitments under the theany Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (each, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; provided that (i) no commitment of any Lender may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B) shall be on terms and pursuant to the documentation applicable to the applicable existing Commitments or otherwise acceptable to the Administrative Agent (it being understood that terms not substantially identical to the Revolving Facility which are applicable only after the applicable then-existing Revolving Facility Termination Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the Revolving Commitment Increase shall be requested in minimum amounts of $15,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (i) the amount of the Revolving Commitment Increase being requested and (ii) the date on which such Revolving Commitment Increase is requested to become effective.

Appears in 1 contract

Samples: Credit Agreement (Builders FirstSource, Inc.)

Revolving Commitment Increases. (a) The Borrower shall have the rightmay from time to time (and more than one time), but not the obligation, after the Closing Date, upon by written notice to the Administrative Agent (an “Commitment Increase Notice”which shall promptly deliver a copy to each of the Lenders), to request an increase in that the aggregate commitments under the Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (each, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) Commitments be increased by an aggregate amount of up to the greater of not less than $500,000,000 and 50.0% of Consolidated EBITDA 15,000,000 for the most recently ended Test Period as of any such time; provided that (i) no commitment of any Lender may be increased without the consent of such Lenderincrease, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments or otherwise acceptable to the Administrative Agent (it being understood that terms not substantially identical to the Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased except to the extent necessary so that to utilize the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the Revolving Commitment Increase shall be requested in minimum amounts remaining unused amount of $15,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction increase permitted under this AgreementSection 2.19(a), provided that after giving effect to any such increase the sum of the total Revolving Commitments shall not exceed $600,000,000. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice Such notice shall set forth (i) the amount of the requested increase in the Revolving Commitment Increase being requested Commitments and (ii) the date on which such Revolving Commitment Increase increase is requested to become effectiveeffective (which shall be not less than ten Business Days or more than 60 days after the date of such notice), and shall offer each Lender (provided that such Lender shall be reasonably satisfactory to the Administrative Agent) the opportunity to increase its Revolving Commitment by such Lender’s Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than ten days after the date of the Borrower’s notice, either agree to increase its applicable Revolving Commitment by all or a portion of the offered amount or decline to increase its applicable Commitment (and any Lender that does not deliver such a notice within such period of ten days shall be deemed to have declined to increase its Commitment). In the event that, on the tenth day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders shall have declined to increase their Revolving Commitments or have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the total Revolving Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution, together with any existing Lender that agrees to increase its applicable Revolving Commitment pursuant to the immediately preceding sentence, being called an “Augmenting Lender”) to provide Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Lender (other than any such Augmenting Lender that is a Lender immediately prior to giving effect to the applicable Revolving Commitment Increase, provided that (x) at any time after the Restatement Effective Date and prior to giving effect to such Revolving Commitment Increase, the Borrower shall not have requested any reduction to the Revolving Commitments, and the Revolving Commitments shall not have otherwise been reduced, in accordance with Section 2.08 and (y) immediately after giving effect to such Revolving Commitment Increase, the aggregate amount of Revolving Commitments held by any Lender shall not exceed 20% of the total Revolving Commitments at such time) shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall not be subject to the approval of any other Lenders, and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence the Revolving Commitment of such Augmenting Lender and/or its status as a Lender hereunder. Any increase in the aggregate Revolving Commitments may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

Appears in 1 contract

Samples: Credit Agreement (Usg Corp)

Revolving Commitment Increases. (a) The Borrower shall have the right, but not the obligation, may at any time or from time to time after the Closing Date, upon by notice to the Administrative Agent (an “Commitment Increase Notice”whereupon the Administrative Agent shall promptly deliver a copy to each of the Revolving Credit Lenders), to request an increase one or more increases in the aggregate commitments under amount Revolving Credit Commitments (consisting of the Initial Class of Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Commitment Amount and, Credit Commitments with the consent of the Swing Line Lender, the Swing Line CommitmentLatest Maturity Date) (eacheach such increase, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time); provided that (i) no commitment that, at the time of any Lender may be increased without the consent of such LenderRevolving Commitment Increase (and after giving effect thereto), (ii) no Default or Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the exist. Each Revolving Commitment Increase and shall be in an aggregate principal amount that is not less than $25,000,000 (Bprovided that such amount may be less than $25,000,000 if such amount represents all remaining Incremental Revolving Availability at such time). Notwithstanding anything to the contrary herein, the amount of any requested Revolving Commitment Increase shall not exceed the Incremental Availability at such time. Each notice from the Borrower pursuant to this Section 2.15(a) shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be provided by any existing Revolving Credit Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.15(a) and pursuant to the documentation applicable to the existing Commitments or otherwise on terms reasonably acceptable to the Administrative Agent or by any other Person constituting an Eligible Assignee (it any such other Person being understood that terms not substantially identical to the called an “Additional Revolving Facility which are applicable only after the then-existing Revolving Facility Termination Date are acceptableLender”); provided that the Applicable Administrative Agent, the Issuers and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) to such Revolving Loan Margin relating Credit Lender’s or Additional Revolving Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 12.2(b) for an assignment of Revolving Loans or Revolving Credit Commitments to such Revolving Credit Lender or Additional Revolving Lender. Revolving Credit Commitments in respect of Revolving Commitment Increases shall become Revolving Credit Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s applicable Class of Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Revolving Loans may be less thanAmendment”) to this Agreement and, as appropriate, the same or exceed other Loan Documents, executed by each Holdings, each Borrower, each Revolving Credit Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Revolving Lender, if any, and the Applicable Administrative Agent. The Borrower shall use Revolving Loan Margin relating Commitment Increases for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to the Commitments in effect this Section 2.15(a), (x) each Revolving Credit Lender immediately prior to the Closing Date such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by more than 0.50% per annumeach Revolving Credit Lender and (iii) participations in Protective Advances held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders represented by such Lender’s Revolving Credit Commitment (without regard to any separate Class or Classes of) Revolving Credit Commitments of any Revolving Credit Lenders) and (y) if, then on the Effective Yield for date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall be increased on or prior to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the Revolving Commitment Increase shall be requested in minimum amounts effectiveness of $15,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (i) the amount of the Revolving Commitment Increase being requested and (ii) the date on which such Revolving Commitment Increase is requested be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 3.6. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to become effectivethe transactions effected pursuant to the immediately preceding sentence.

Appears in 1 contract

Samples: Assignment and Assumption (BJ's Wholesale Club Holdings, Inc.)

Revolving Commitment Increases. (a) Borrower shall have the right, but not the obligation, after the Closing Date, upon notice to the Administrative Agent (an “Commitment Increase Notice”), to request an increase in the aggregate commitments under the Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to the LC Commitment Amount and, with the consent of the Swing Line Lender, the Swing Line Commitment) (each, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) by an aggregate amount of up to the greater of $500,000,000 and 50.0% of Consolidated EBITDA for the most recently ended Test Period as of such time; provided that (i) no commitment of any Lender may be increased without the consent of such Lender, (ii) no Event of Default then exists or would result immediately after giving effect thereto (other than in connection with a Limited Condition Acquisition), (iii) the Incremental Revolving Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of (1) priority with respect to the Collateral and (2) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (B) shall be on terms and pursuant to the documentation applicable to the applicable existing Commitments or otherwise acceptable to the Administrative Agent (it being understood that terms not substantially identical to the Revolving Facility which are applicable only after the applicable then-existing Revolving Facility Termination Date are acceptable); provided that the Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may be less than, the same or exceed the Applicable Revolving Loan Margin relating to the Commitments in effect prior to the Closing Date of the Revolving Commitment Increase so long as, in the event that the Effective Yield for such Incremental Revolving Loans is greater than the Effective Yield applicable to all Revolving Loans immediately prior to the effective date of the Revolving Commitment Increase by more than 0.50% per annum, then the Effective Yield for such Revolving Loans shall be increased to the extent necessary so that the Effective Yield for such Revolving Loans is equal to the Effective Yield for such Incremental Revolving Loans minus 0.50% per annum, and (iv) the Revolving Commitment Increase shall be requested in minimum amounts of $15,000,000 or a higher multiple of $1,000,000. The proceeds of each Revolving Commitment Increase may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase may be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (i) the amount of the Revolving Commitment Increase being requested and (ii) the date on which such Revolving Commitment Increase is requested to become effective.

Appears in 1 contract

Samples: Abl Credit Agreement (Builders FirstSource, Inc.)

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