Revolving Commitment Increases. (a) At any time and from time to time during the Availability Period, but in any event, no more than two times during the Availability Period, the Parent Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request to add one or more increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) having terms identical to the existing Revolving Commitments, provided that at the time of each such request and upon the effectiveness of each Commitment Increase Amendment (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (b) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth above. (b) Each notice from the Parent Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereof. Any additional bank, financial institution, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisition. (c) Upon each Revolving Commitment Increase pursuant to this Section 2.21, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption, the percentage of the aggregate (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (C) outstanding participations hereunder in Swingline Loans, in each case held by each Lender (including each such Additional Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawings, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such Revolving Commitment Increase), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e). 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 the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Revolving Commitment Increases. (a) At any time and from time to time during the Availability Period, but in any event, no more than two times during subject to the Availability Periodterms and conditions set forth herein, the Parent Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request to add one or more increases in increase the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) having terms identical to the existing Revolving Commitments), provided that at the time of each such request and upon the effectiveness of each Commitment Revolving Increase Amendment (as defined below)Amendment, (aA) no Default has occurred and is continuing or shall result therefrom, therefrom and (bB) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (bA) above. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Revolving Commitment Increases following the First Amendment Effective Date shall not exceed $40,000,000100,000,000. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 1,000,000 and be in an aggregate principal amount that is not less than $15,000,00025,000,000, provided that such amount may be less than $15,000,000 25,000,000 if such amount represents all the remaining availability under the maximum aggregate principal amount of Revolving Commitment Increases set forth above.
(b) Each notice from the Parent Borrower pursuant to this Section 2.21 2.20 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereofIncrease. Any additional bank, financial institution, existing Lender or other Person that elects to extend an provide a portion of any Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent Agent, each Swingline Lender and the each Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to a Revolving Increase Amendment. Each Revolving Commitment Increase shall be effected by an amendment (a “Commitment Revolving Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by HoldingsSTX, the Parent Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase Increase, unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Revolving Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender’s Revolving Commitment) under this Agreement. If the interest rate on the Revolving Loans to be made pursuant to the Revolving Commitment Increase is more than 0.50% higher than the interest rate for the then existing Revolving Loans under this Agreement, then the interest rate on such existing Revolving Loans shall be increased so that such original Revolving Loans bear interest at 0.50% below the interest rate on the incremental Revolving Loans. A Commitment Revolving Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.212.20. The effectiveness of any Commitment Revolving Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date thereof (each, a “Revolving Increase Closing Date”) of each of the conditions set forth in Section 4.02 on (it being understood that all references to “the date thereofof such Borrowing” in Section 4.02 shall be deemed to refer to the Revolving Increase Closing Date). The proceeds of any Loans made pursuant to Revolving Commitment Increases will be used only for working capital and other general corporate purposes of the Borrower and to finance any Permitted Acquisitionits subsidiaries.
(c) Upon each Revolving Commitment Increase pursuant to this Section 2.212.20, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Loans held by each Lender (including each such Additional Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such Revolving Commitment Increase), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)2.15. 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 the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Sources: Second Amendment and Joinder Agreement (Seagate Technology PLC)
Revolving Commitment Increases. (a) At any time and The Parent Borrower may from time to time during the Availability Period, but in any event, no (and more than two times during the Availability Period, the Parent Borrower mayone time), by written notice to the Administrative Agent (whereupon the Administrative Agent which shall promptly deliver a copy of such notice to each of the Lenders), request to add one or more increases in that the aggregate Revolving Commitments be increased by an amount not less than $15,000,000 for any such increase, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 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. Such notice shall set forth the amount of the requested increase in the Revolving Commitments and the date on which such increase is requested to become effective (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 increase, a “Lender shall be reasonably satisfactory to the Administrative Agent) the opportunity to increase its Revolving Commitment Increase”) having terms identical by such Lender’s Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the existing 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 Commitments, provided Commitment by all or a portion of the offered amount or decline to increase its applicable Commitment (and any Lender that at the time does not deliver such a notice within such period of each such request and upon the effectiveness of each Commitment Increase Amendment (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (b) the Parent Borrower ten days shall be in compliance deemed to have declined to increase its Commitment). In the event that, on a pro forma basis with the covenant contained in Section 6.12 recomputed as of tenth day after the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower Loan Party Representative shall have delivered a certificate of a Financial Officer notice pursuant to the effect set forth 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 clauses 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 (a) and (b) aboveany such bank or other financial institution, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything any existing Lender that agrees to contrary herein, the aggregate principal amount of the increase its applicable Revolving Commitment Increases shall not exceed $40,000,000. Each pursuant to the immediately preceding sentence, being called an “Augmenting Lender”) to provide Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be Commitments or increase their existing Revolving Commitments in an aggregate principal 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 not less than $15,000,000the increase requested by the Loan Party Representative if the Loan Party Representative is unable to arrange for, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboveor chooses not to arrange for, Augmenting Lenders.
(b) Each notice from of the Parent Borrower parties hereto hereby agrees that, upon the effectiveness of any increase in the aggregate Revolving Commitments pursuant to this Section 2.21 shall set forth 2.18 (the requested amount of the relevant “Revolving Commitment Increases and shall provide that to the extent any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-CommitmentIncrease”), any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereof. Any additional bank, financial institution, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment may be amended (such amendment, a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments Lenders to any Loan Documents as may be the extent (but only to the extent) necessary or appropriate, in to reflect the opinion existence and terms of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Revolving Commitment Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction of each of the conditions set forth evidenced thereby as provided for in Section 4.02 on the date thereof9.02(b). The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisition.
(c) Upon each Revolving Commitment Increase pursuant to this Section 2.21Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional LenderAugmenting Lender providing a portion of such Revolving Commitment Increase, and each such Additional Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Loans and Overadvances such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (C) outstanding participations hereunder in Swingline Loans, in each case Loans and Overadvances held by each Lender (including each such Additional Augmenting Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such Revolving Commitment Increase), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)2.14. 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 the transactions effected pursuant to the immediately preceding sentence.
(c) Increases and new Revolving Commitments created pursuant to this Section 2.18 shall become effective on the date specified in the notice delivered by the Loan Party Representative pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Loan Party Representative, the Administrative Agent and the applicable Augmenting Lenders.
Appears in 1 contract
Sources: Credit Agreement (Usg Corp)
Revolving Commitment Increases. (a) At any time and from time to time during the Availability Period, but in any event, no more than two times during subject to the Availability Periodterms and conditions set forth herein, the Parent Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request to add one or more increases in increase the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) having terms identical to the existing Revolving Commitments), provided that at the time of each such request and upon the effectiveness of each Commitment Revolving Increase Amendment (as defined below)Amendment, (aA) no Default has occurred and is continuing or shall result therefrom, therefrom and (bB) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (bA) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000250,000,000. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 1,000,000 and be in an aggregate principal amount that is not less than $15,000,00010,000,000, provided that such amount may be less than $15,000,000 10,000,000 if such amount represents all the remaining availability under the maximum aggregate principal amount of Revolving Commitment Increases set forth above.
(b) Each notice from the Parent Borrower pursuant to this Section 2.21 2.20 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereofIncrease. Any additional bank, financial institution, existing Lender or other Person that elects to extend an provide a portion of any Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to a Revolving Increase Amendment. Each Revolving Commitment Increase shall be effected by an amendment (a “Commitment Revolving Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Intermediate Holdings, the Parent Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase Increase, unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Revolving Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender’s Revolving Commitment) under this Agreement. A Commitment Revolving Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.212.20. The effectiveness of any Commitment Revolving Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date thereof (each, a “Revolving Increase Closing Date”) of each of the conditions set forth in Section 4.02 on (it being understood that all references to “the date thereofof such Borrowing” in Section 4.02 shall be deemed to refer to the Revolving Increase Closing Date). The proceeds of any Loans made pursuant to Revolving Commitment Increases will be used only for working capital and other general corporate purposes and to finance any Permitted Acquisitionpurposes.
(c) Upon each Revolving Commitment Increase pursuant to this Section 2.212.20, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Loans held by each Lender (including each such Additional Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such Revolving Commitment Increase), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)2.15. 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 the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Revolving Commitment Increases. (a) At In the event that the Company wishes to increase the total US Tranche Revolving Commitment or the total Multicurrency Tranche Revolving Commitment at any time and from time to time during when no Default or Event of Default has occurred and is continuing, it shall notify the Availability PeriodAdministrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (each such notice, but in any event, no more than two times during the Availability Period, the Parent Borrower a “Revolving Commitment Increase Notice”). The Company may, by notice at its election, from time to time (i) offer one or more of the Revolving Lenders of the applicable Class the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) offer one or more Revolving Lenders of any other Class, Term Lenders, additional banks, financial institutions or other entities reasonably acceptable to the Administrative Agent the opportunity to provide all or a portion of the Offered Increase Amount pursuant to paragraph (whereupon b) below. Each Revolving Commitment Increase Notice shall specify which Revolving Lenders and/or Term Lenders, banks, financial institutions or other entities the Company desires to provide such Offered Increase Amount. The Company or, if requested by the Company, the Administrative Agent shall promptly deliver a copy Agent, will notify such Revolving Lenders, and/or Term Lenders, banks, financial institutions or other entities of such notice offer.
(b) Any Revolving Lender of another Class, Term Lender, additional bank, financial institution or other entity which the Company selects to offer participation in the increased Revolving Commitments of any Class and which elects to become a Revolving Lender of such Class under this Agreement and obtain a Revolving Commitment of such Class in an amount so offered and accepted by it pursuant to subsection 2.10(a)(ii) shall execute a New Revolving Lender Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit F hereto, whereupon such Revolving Lender, Term Lender, additional bank, financial institution or other entity (herein called a “New Revolving Lender”) shall become a Revolving Lender of such Class for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(c) Any Revolving Lender which accepts an offer to it by the Company to increase its Revolving Commitment pursuant to subsection 2.10(a)(i) shall, in each case, execute a Revolving Commitment Increase Supplement with the Borrowers and the Administrative Agent, substantially in the form of Exhibit G hereto, whereupon such Lender shall be bound by and entitled to the Lendersbenefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased.
(d) If any Revolving Lender, Term Lender, additional bank, financial institution or other entity becomes a New Revolving Lender of any Class pursuant to subsection 2.10(b), request or any Revolving Lender’s Revolving Commitment of any Class is increased pursuant to add one subsection 2.10(c), additional Revolving Loans of such Class made on or more increases after the effectiveness thereof (the “Credit Re-Allocation Date”) shall be made pro rata based on the Revolving Commitment Percentages of such Class in effect on and after such Credit Re-Allocation Date. In the event that on any such Credit Re-Allocation Date there is an unpaid principal amount of any Revolving Loans of such Class, the Borrowers shall make prepayments thereof and borrowings of Revolving Loans of such Class so that, after giving effect thereto, the Revolving Loans of such Class outstanding are held pro rata based on such new Revolving Commitment Percentages of such Class.
(e) Notwithstanding anything to the contrary in this subsection 2.10, in no event shall any transaction be effected pursuant to this subsection 2.10, (i) that would increase the aggregate amount of the total Revolving Commitments by an amount greater than the Maximum Increase Amount, as calculated immediately prior to such transaction, (each ii) unless no Default or Event of Default shall have occurred and be continuing (or would occur after giving effect to such increase, a “Revolving Commitment Increase”) having terms identical to the existing Revolving Commitments, provided that at the time of each such request and upon the effectiveness of each Commitment Increase Amendment (as defined belowtransaction), (aiii) no Default has occurred unless the Company and is continuing or shall result therefrom, (b) the Parent Borrower its Subsidiaries shall be in compliance on a pro forma basis compliance with the covenant contained in Section 6.12 recomputed as each of the last day financial covenants specified in subsection 8.1, and (iv) unless each of the most-recently ended fiscal quarter of representations and warranties made by the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth Borrowers in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth above.
(b) Each notice from the Parent Borrower or pursuant to this Section 2.21 shall set forth the requested amount Agreement or any of the relevant Revolving Commitment Increases other Loan Documents shall be true and shall provide that correct in all material respects on and as of such date as if made on and as of such date (except to the extent any Revolving Commitment Increase relates such representations and warranties relate, by their terms, to a Lender’s Canadian Revolving Sub-Commitmentspecific date, any Loans made pursuant thereto in which case such representations and warranties shall be made true and correct in all material respects on and as of such specific date).
(f) To the extent reasonably requested by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereof. Any additional bank, financial institution, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional Lender and the Administrative Agent. No Lender , it shall be obligated a condition precedent to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment Commitments pursuant to this subsection 2.10 that the Administrative Agent shall have received on or prior to the Credit Re-Allocation Date, for the benefit of such Lender) under this Agreement. A Commitment Increase Amendment may, without the consent of any other Lenders, effect (i) legal opinions of counsel to the Borrowers covering such amendments to any Loan Documents matters as are customary for transactions of this type and such other matters as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to reasonably requested by the Administrative Agent and (ii) any other certificates or documents that the Additional LendersAdministrative Agent shall reasonably request, be subject each in form and substance reasonably satisfactory to the satisfaction of each Administrative Agent. Increases in the Revolving Commitments in accordance with this subsection 2.10 will not require the consent of the conditions set forth Majority Lenders. Notwithstanding anything to the contrary in Section 4.02 on the date thereof. The proceeds this Agreement, if any Revolving Lender, Term Lender, additional bank, financial institution or other entity becomes a New Revolving Lender of any Class pursuant to subsection 2.10(b) or any Lender’s Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance of any Permitted Acquisition.
(c) Upon each Revolving Commitment Increase Class is increased pursuant to this Section 2.21subsection 2.10(c), (i) each Lender immediately prior increases in the Revolving Applicable Margin and Facility Fees applicable to such increase will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment Commitments of such Class and (yii) participations hereunder increases in outstanding Letters fees payable to, or the inclusion of Credit and Swingline Loans new fees to be payable to, such thatLenders shall be permitted by this Agreement, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption, the percentage of the aggregate provided that (A) Canadian such increases shall be effective in respect of all Revolving Sub-Commitments, Commitments of such Class and (B) outstanding participations hereunder such increases in Letters fees and/or new fees shall be payable to all Revolving Lenders of Credit and such Class (C) outstanding participations hereunder without duplication, in Swingline Loansthe case of Revolving Lenders that become New Revolving Lenders), in each case held by each Lender (including each as if all Revolving Lenders of such Additional Lender) will equal Class had become New Revolving Lenders of such Lender’s Applicable Percentage and (ii) ifClass or increased their Revolving Commitments of such Class, as the case may be, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawings, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder applicable Credit Re-Allocation Date.
(reflecting such Revolving Commitment Increase), which prepayment shall (xg) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e). The Administrative Agent and the will notify all Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere of each increase in Revolving Commitments pursuant to this Agreement shall not apply subsection.
(h) Notwithstanding anything in subsection 11.1 to the transactions effected contrary, the Administrative Agent, at the request of the Borrower, shall, and is hereby expressly permitted to, amend the Loan Documents to the extent necessary to (A) give effect to any increases pursuant to the immediately preceding sentencethis subsection 2.10 or (B) implement any mechanical changes necessary or advisable in connection therewith.
Appears in 1 contract
Sources: Multi Currency Credit Agreement (Harman International Industries Inc /De/)
Revolving Commitment Increases. (a) At any time and from time to time during Borrower shall have the Availability Periodright, but in any eventnot the obligation, no more than two times during after the Availability PeriodClosing Date, the Parent Borrower may, by upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lendersan “Commitment Increase Notice”), to request to add one or more increases an increase in the aggregate amount 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 Revolving Commitments Swing Line Lender, the Swing Line Commitment) (each such increaseeach, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) having 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 Commitments, Facility Termination Date are acceptable); provided that at the time 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 such request and upon the effectiveness of each Revolving Commitment Increase Amendment 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 (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (bi) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Increase being requested and (ii) the date on which such Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboverequested to become effective.
(b) Each notice from the Parent The Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any may seek a Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto from existing Lenders (each of which shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered entitled to the Canadian Subsidiary Borrower a notice pursuant agree or decline to Section 9.21 participate in respect thereof. Any its sole discretion) and additional bankbanks, financial institutioninstitutions and other institutional lenders who will become Incremental Revolving Credit Lenders, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent as applicable, in connection therewith. The Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional each Incremental Revolving Credit Lender and the Administrative AgentAgent and, the Swing Line Lender and each LC Issuer, to the extent their consent would be required under Section 11.12(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender, shall execute and deliver an Incremental Revolving Credit Assumption Agreement having terms and conditions consistent with the terms of this Section 2.18. No Each Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Revolving Loans to be made thereunder, consistent with the provisions set forth in Section 2.18(a). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Credit Assumption Agreement, this Agreement shall be obligated amended to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect the extent (but only to the extent) necessary to reflect the existence and terms of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment mayIncrease, without the consent of any other Lendersas applicable, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, otherwise to effect the provisions of this Section 2.212.18, notwithstanding any requirements of Section 11.12. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Additional Lenders, be subject Borrower and furnished to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisitionother parties hereto.
(c) Upon each the effectiveness of any Revolving Commitment Increase entered into pursuant to this Section 2.212.18, (i) each Lender with a Revolving Commitment of such Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender providing a portion of the Incremental Revolving Facility (each, an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Additional Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Lender▇▇▇▇▇▇’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Lender with a Revolving Commitment of such Class (including each such Additional Incremental Revolving Facility Lender) will equal the percentage of the aggregate Revolving Commitments of such LenderClass of all Lenders represented by such ▇▇▇▇▇▇’s Applicable Percentage and (ii) ifRevolving Commitment of such Class. If, on the date of such Revolving Commitment Increaseincrease, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingssuch Class outstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Incremental Revolving Commitment Increase Facility be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such increase in Revolving Commitment IncreaseCommitments of such Class), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(d) Upon the effectiveness of any Revolving Commitments Increase entered into pursuant to this Section 2.18 with respect to any Class, each Lender with a Revolving Commitment with respect to such Class immediately prior to the providing of such Incremental Revolving Facility will automatically and without further act be deemed to have assigned to each Lender providing a portion of such Incremental Revolving Facility in respect of such provision, and each such Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving ▇▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Loans held by each Lender with a Revolving Commitment and each Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the Incremental Revolving Facilities of all Lenders represented by such ▇▇▇▇▇▇’s Revolving Commitment and such ▇▇▇▇▇▇’s commitment under the Incremental Revolving Facility, as applicable. If, on the date of the providing of such Incremental Revolving Facility, there are any Revolving Loans outstanding, such Revolving Loans shall, on or prior to the effectiveness of such Incremental Revolving Facility, be prepaid from the proceeds of the Incremental Revolving Loans made hereunder (reflecting such commitments under the Incremental Revolving Facility), which prepayment shall be accompanied by accrued and unpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(e) Notwithstanding the foregoing, the effectiveness of any Revolving Commitment Increase under this Section 2.18 shall be subject to the satisfaction of the conditions, including the terms of Section 11.31, as agreed between the lenders providing such Revolving Commitment Increase and the Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion utilized generally in connection with similar credit facilities).
(f) Notwithstanding anything to the contrary in this Section 2.18, the Revolving Commitment Increase may be in the form of a separate “first- in, last out” tranche (the “FILO Tranche”) with a separate borrowing base against the Borrowing Base Assets and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Revolving Loan Margin of other Loans pursuant to clause (a) above) among the Borrower, the Administrative Agent and the Lenders providing the FILO Tranche so long as (1) any loans under the FILO Tranche may not be guaranteed by any Subsidiaries of the Borrower other than the Guarantors; (2) if the FILO Tranche availability exceeds $0, any Revolving Borrowing thereafter requested shall be made under the FILO Tranche until the FILO Tranche availability no longer exceeds $0; (3) the Borrower may not prepay Revolving Credit Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Loans and/or Reimbursement Obligations (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) are outstanding; (4) the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase) shall, subject to the terms of the ABL/Bond Intercreditor Agreement, control exercise of remedies in respect of the Collateral and (5) no changes affecting the priority status of the Loans (other than the FILO Tranche), on the one hand, and the FILO Tranche, on the other hand, may be made without the consent of the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase), other than such changes which affect only the FILO Tranche.
(g) This Section 2.18 shall supersede any provisions in this Agreement to the contrary, including Sections 2.16 or 11.12. For the avoidance of doubt, any of the provisions of this Section 2.18 may be amended with the consent of the Required Lenders, the Administrative Agent and the Borrower.
Appears in 1 contract
Revolving Commitment Increases. (a) At The Lead Administrative Borrower may at any time and or from time to time during after the Availability Period, but in any event, no more than two times during the Availability Period, the Parent Borrower mayClosing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Revolving Credit Lenders), request to add one or more increases in the aggregate amount of the Revolving Credit Commitments (consisting of the Class of Revolving Credit Commitments with the Latest Maturity Date) (each such increase, a “Revolving Commitment Increase”) having terms identical to the existing Revolving Commitments); provided that, provided that at the time of each any such request and upon the effectiveness of each Revolving Commitment Increase Amendment (as defined belowand after giving effect thereto), (a) no Default has occurred and is continuing or Event of Default shall result therefrom, (b) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000exist. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, 25,000,000 (provided that such amount may be less than $15,000,000 25,000,000 if such amount represents all remaining Incremental Revolving Availability at such time). Notwithstanding anything to the remaining availability under contrary herein, the amount of any requested Revolving Commitment Increase shall not exceed (i) the Incremental Availability at such time, minus (ii) the aggregate principal 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 Commitment Increases set forth above.
(b) Availability”). Each notice from the Parent Lead Administrative Borrower pursuant to this Section 2.21 2.15(a) shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases and shall may be provided by any existing Revolving Credit Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide that to the extent a portion of any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-CommitmentIncrease), any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered in each case on terms permitted in this Section 2.15(a) and otherwise on terms reasonably acceptable to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereof. Any additional bank, financial institution, existing Lender Administrative Agent) or by any other Person that elects to extend constituting an Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Issuing Bank Eligible Assignee (any such bank, financial institution, existing Lender or other Person being called an “Additional Revolving Lender”); provided that the Administrative Agent, the Issuers and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) and, to such Revolving Credit Lender’s or Additional Revolving Lender’s providing such Revolving Commitment Increases if not already 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, shall become a Lender an increase in such Revolving Credit Lender’s applicable Class of Revolving Credit Commitment) under this Agreement pursuant to an amendment (a an “Commitment Increase Incremental Revolving Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Holdings, the Parent each Borrower, each Revolving Credit Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender Revolving Lender, if any, and the Administrative Agent. No Lender The Borrowers shall be obligated to provide any use Revolving Commitment Increase unless it so agreesIncreases only as permitted pursuant to Section 8.9. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an Upon each increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisition.
(c) Upon each Revolving Commitment Increase Credit Commitments pursuant to this Section 2.212.15(a), (ix) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Revolving Credit Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Additional Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender▇▇▇▇▇▇’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (Ai) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and held by each Revolving Credit Lender, (Cii) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Revolving Credit Lender and (iii) participations in Protective Advances held by each Revolving Credit Lender (including each such Additional Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders represented by such Lender▇▇▇▇▇▇’s Applicable Percentage Revolving Credit Commitment (without regard to any separate Class or Classes of) Revolving Credit Commitments of any Revolving Credit Lenders) and (iiy) if, on the date of such Revolving Commitment Increaseincrease, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such increase in Revolving Commitment IncreaseCredit Commitments), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)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 the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Revolving Commitment Increases. (ai) At any time and from time to time during Borrower shall have the Availability Periodright, but in any eventnot the obligation, no more than two times during after the Availability PeriodAgreement Date, the Parent Borrower may, by upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lendersan “Commitment Increase Notice”), to request to add one or more increases an increase in the aggregate amount commitments under the Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to Letter of Credit Commitment and, with the consent of the Revolving Commitments Swing Line Lender, include a proportionate increase to Swing Line Commitment) (each such increaseeach, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) having (with Administrative Agent’s consent thereto not to be unreasonably withheld or delayed) by an aggregate amount of up to $50,000,000; provided that (A) no commitment of any Lender may be increased without the consent of such Lender, (B) no Event of Default then exists or would result immediately after giving effect thereto, (C) the Incremental Revolving Loans (1) shall be guaranteed by the Guarantors and shall rank pari passu in right of (x) priority with respect to the Collateral and (y) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (2) 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 Maturity Date are acceptable), and (D) the Revolving Commitments, provided that at the time Commitment Increase shall be requested in minimum amounts of $10,000,000 or a higher multiple of $1,000,000. The proceeds of each such request and upon the effectiveness of each Revolving Commitment Increase Amendment may be used for any transaction permitted under this Agreement. Any Revolving Commitment Increase shall be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (bi) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Increase being requested and (ii) the date on which such Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboverequested to become effective.
(bii) Each notice from the Parent The Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any may seek a Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto from existing Lenders (each of which shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered entitled to the Canadian Subsidiary Borrower a notice pursuant agree or decline to Section 9.21 participate in respect thereof. Any its sole discretion) and additional bankbanks, financial institutioninstitutions and other institutional lenders who will become Incremental Revolving Credit Lenders, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent as applicable, in connection therewith. The Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional each Incremental Revolving Credit Lender and the Administrative AgentAgent and, the Swing Line Lender and each LC Issuer, to the extent their consent would be required under Section 10.12 for an assignment of Loans or Commitments, as applicable, to such Additional Lender, shall execute and deliver an Incremental Revolving Credit Assumption Agreement having terms and conditions consistent with the terms of this Section 2.1(f). No Each Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Revolving Loans to be made thereunder, consistent with the provisions set forth in Section 2.1(f)(i). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Credit Assumption Agreement, this Agreement shall be obligated amended to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect the extent (but only to the extent) necessary to reflect the existence and terms of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment mayIncrease, without the consent of any other Lendersas applicable, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, otherwise to effect the provisions of this Section 2.212.1(f), notwithstanding any requirements of Section 10.12. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Additional Lenders, be subject Borrower and furnished to the satisfaction of each of other parties hereto.
(iii) Upon the conditions set forth in Section 4.02 on the date thereof. The proceeds effectiveness of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisition.
(c) Upon each Revolving Commitment Commitments Increase entered into pursuant to this Section 2.212.1(f), (i) each Lender with a Revolving Commitment immediately prior to the providing of such increase Incremental Revolving Facility will automatically and without further act be deemed to have assigned to each Additional LenderLender providing a portion of such Incremental Revolving Facility in respect of such provision, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (Ax) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (Cy) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Lender (including with a Revolving Commitment and each such Additional Lender) Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the Incremental Revolving Facilities of all Lenders represented by such Lender’s Applicable Percentage Revolving Commitment and (ii) ifsuch Lender’s commitment under the Incremental Revolving Facility, as applicable. If, on the date of the providing of such Incremental Revolving Commitment IncreaseFacility, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall shall, on or prior to the effectiveness of such Incremental Revolving Commitment Increase Facility, be prepaid from the proceeds of additional the Incremental Revolving Loans made and B/As accepted and purchased hereunder (reflecting such commitments under the Incremental Revolving Commitment IncreaseFacility), which prepayment shall (x) be accompanied by accrued and unpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)2.9. 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 the transactions effected pursuant to the immediately preceding sentence.
(iv) Notwithstanding the foregoing, the effectiveness of any Revolving Commitment Increase under this Section 2.1(f) shall be subject to the following conditions precedent: (A) satisfaction of all conditions precedent in Section 4.2, (B) such increase must be permitted by the ABL/Term Intercreditor Agreement, (C) the Borrower shall deliver to the Administrative Agent a certificate dated as of the effective date of such Revolving Commitment Increase signed by the chief financial officer or an officer with similar responsibilities of the Borrower certifying that the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is not less than 1.0 to 1.0, (D) the satisfaction of any other conditions as agreed between the lenders providing such Revolving Commitment Increase and the Borrower and, (E) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Agreement Date under Section 4.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion utilized generally in connection with similar credit facilities).
(v) This Section 2.1(f) shall supersede any provisions in Section 2.10 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Installed Building Products, Inc.)
Revolving Commitment Increases. (a) At any time and from time to time during Borrower shall have the Availability Periodright, but in any eventnot the obligation, no more than two times during after the Availability PeriodClosing Date, the Parent Borrower may, by upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lendersan “Commitment Increase Notice”), to request to add one or more increases an increase in the aggregate amount 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 Revolving Commitments Swing Line Lender, the Swing Line Commitment) (each such increaseeach, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) having 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 Commitments, Facility Termination Date are acceptable); provided that at the time 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 such request and upon the effectiveness of each Revolving Commitment Increase Amendment 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 (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (bi) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Increase being requested and (ii) the date on which such Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboverequested to become effective.
(b) Each notice from the Parent The Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any may seek a Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto from existing Lenders (each of which shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered entitled to the Canadian Subsidiary Borrower a notice pursuant agree or decline to Section 9.21 participate in respect thereof. Any its sole discretion) and additional bankbanks, financial institutioninstitutions and other institutional lenders who will become Incremental Revolving Credit Lenders, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent as applicable, in connection therewith. The Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional each Incremental Revolving Credit Lender and the Administrative AgentAgent and, the Swing Line Lender and each LC Issuer, to the extent their consent would be required under Section 11.12(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender, shall execute and deliver an Incremental Revolving Credit Assumption Agreement having terms and conditions consistent with the terms of this Section 2.18. No Each Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Revolving Loans to be made thereunder, consistent with the provisions set forth in Section 2.18(a). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Credit Assumption Agreement, this Agreement shall be obligated amended to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect the extent (but only to the extent) necessary to reflect the existence and terms of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment mayIncrease, without the consent of any other Lendersas applicable, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, otherwise to effect the provisions of this Section 2.212.18, notwithstanding any requirements of Section 11.12. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Additional Lenders, be subject Borrower and furnished to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisitionother parties hereto.
(c) Upon each the effectiveness of any Revolving Commitment Increase entered into pursuant to this Section 2.212.18, (i) each Lender with a Revolving Commitment of such Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender providing a portion of the Incremental Revolving Facility (each, an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Additional Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Lender with a Revolving Commitment of such Class (including each such Additional Incremental Revolving Facility Lender) will equal the percentage of the aggregate Revolving Commitments of such Class of all Lenders represented by such Lender’s Applicable Percentage and (ii) ifRevolving Commitment of such Class. If, on the date of such Revolving Commitment Increaseincrease, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingssuch Class outstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Incremental Revolving Commitment Increase Facility be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such increase in Revolving Commitment IncreaseCommitments of such Class), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(d) Upon the effectiveness of any Revolving Commitments Increase entered into pursuant to this Section 2.18, each Lender with a Revolving Commitment immediately prior to the providing of such Incremental Revolving Facility will automatically and without further act be deemed to have assigned to each Lender providing a portion of such Incremental Revolving Facility in respect of such provision, and each such Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Loans held by each Lender with a Revolving Commitment and each Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the Incremental Revolving Facilities of all Lenders represented by such Lender’s Revolving Commitment and such Lender’s commitment under the Incremental Revolving Facility, as applicable. If, on the date of the providing of such Incremental Revolving Facility, there are any Revolving Loans outstanding, such Revolving Loans shall, on or prior to the effectiveness of such Incremental Revolving Facility, be prepaid from the proceeds of the Incremental Revolving Loans made hereunder (reflecting such commitments under the Incremental Revolving Facility), which prepayment shall be accompanied by accrued and unpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(e) Notwithstanding the foregoing, the effectiveness of any Revolving Commitment Increase under this Section 2.18 shall be subject to the satisfaction of the conditions, including the terms of Section 11.31, as agreed between the lenders providing such Revolving Commitment Increase and the Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion utilized generally in connection with similar credit facilities).
(f) Notwithstanding anything to the contrary in this Section 2.18, the Revolving Commitment Increase may be in the form of a separate “first-in, last out” tranche (the “FILO Tranche”) with a separate borrowing base against the Borrowing Base Assets and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Loans pursuant to clause (a) above) among the Borrower, the Administrative Agent and the Lenders providing the FILO Tranche so long as (1) any loans under the FILO Tranche may not be guaranteed by any Subsidiaries of the Borrower other than the Guarantors; (2) if the FILO Tranche availability exceeds $0, any Revolving Borrowing thereafter requested shall be made under the FILO Tranche until the FILO Tranche availability no longer exceeds $0; (3) the Borrower may not prepay Revolving Credit Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Loans and/or Reimbursement Obligations (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) are outstanding; (4) the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase) shall, subject to the terms of the ABL/Bond Intercreditor Agreement, control exercise of remedies in respect of the Collateral and (5) no changes affecting the priority status of the Loans (other than the FILO Tranche), on the one hand, and the FILO Tranche, on the other hand, may be made without the consent of the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase), other than such changes which affect only the FILO Tranche.
(g) This Section 2.18 shall supersede any provisions in this Agreement to the contrary, including Sections 2.16 or 11.12. For the avoidance of doubt, any of the provisions of this Section 2.18 may be amended with the consent of the Required Lenders, the Administrative Agent and the Borrower.
Appears in 1 contract
Revolving Commitment Increases. (ai) At any time and from time to time during Borrower shall have the Availability Periodright, but in any eventnot the obligation, no more than two times during after the Availability PeriodAmendment No. 3 Effective Date, the Parent Borrower may, by upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders"Commitment Increase Notice"), to request to add one or more increases an increase in the aggregate amount Revolving Loan Commitments (which may, at the election of Borrower, include a proportionate increase to Letter of Credit Commitment and, with the consent of the Revolving Commitments Swing Line Lender, include a proportionate increase to Swing Line Commitment) (each such increaseeach, a “"Revolving Commitment Increase”", and the loans thereunder, "Incremental Revolving Loans;" the facility in connection therewith a "Incremental Revolving Facility") having terms identical by an aggregate amount of up to $105,000,000, which Incremental Revolving Facility may take the existing Revolving Commitments, provided that at form of the time of each such request and upon the effectiveness of each Commitment Increase Amendment FILO Facility (as defined below); provided that (A) no commitment of any Lender may be increased without the consent of such Lender, (aB) no Event of Default has occurred and is continuing then exists or shall would result therefromimmediately after giving effect thereto (other than in connection with a Limited Condition Acquisition in compliance with Section 1.6), (bC) the Parent Borrower Incremental Revolving Loans (1) shall be guaranteed by the Guarantors and shall rank pari passu in compliance on a pro forma basis right of (x) priority with respect to the covenant contained Collateral and (y) payment with respect to the Obligations in Section 6.12 recomputed as respect of the last day of Commitments in effect prior to the most-recently ended fiscal quarter of the Parent Borrower Revolving Commitment Increase and (c2) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect shall, except as otherwise set forth in clauses this Section 2.1(f), be on terms and pursuant to the documentation applicable to the existing Commitments or otherwise reasonably acceptable to the Administrative Agent (ait being understood that terms not substantially identical to the Revolving Facility which are applicable only after the then-existing Maturity Date are acceptable), (D) to the extent the Applicable Margin for the Incremental Revolving Loans is higher than the Applicable Margin for any Revolving Loans outstanding under the Initial Revolving Facility by more than 0.50% per annum, the Applicable Margin for such outstanding Revolving Loans under the Initial Revolving Facility shall be increased to the extent necessary so that the Applicable Margin for such outstanding Revolving Loans under the Initial Revolving Facility is equal to the Applicable Margin for the Incremental Revolving Loans minus 0.50% per annum, and (bE) above, together with reasonably detailed calculations demonstrating compliance with clause the Revolving Commitment Increase shall be requested in minimum amounts of $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 shall be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (bi) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Increase being requested, (ii) the date on which such Revolving Commitment Increase shall be in an integral multiple of $2,000,000 is requested to become effective and be in an aggregate principal amount that is not less than $15,000,000, provided that (iii) whether such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboveIncrease is requested to take the form of the FILO Facility (a notice under this subclause (iii), a "FILO Facility Request").
(bii) Each notice from the Parent The Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant may seek a Revolving Commitment Increases Increase from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders (which shall provide that be reasonably acceptable to the Administrative Agent to the extent any such -80- consent would be required under Section 10.5 for an assignment of Loans or Commitments, as applicable, to such additional Lender) who will become Incremental Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-CommitmentCredit Lenders, any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 as applicable, in respect thereofconnection therewith. Any additional bank, financial institution, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent The Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional each Incremental Revolving Credit Lender and the Administrative AgentAgent and, the Swing Line Lender and each Issuing Bank, to the extent their consent would be required under Section 10.5 for an assignment of Loans or Commitments, as applicable, to such additional Lender, shall execute and deliver an Incremental Revolving Credit Assumption Agreement having terms and conditions consistent with the terms of this Section 2.1(f). No Each Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Revolving Loans to be made thereunder, consistent with the provisions set forth in Section 2.1(f)(i). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Credit Assumption Agreement, this Agreement shall be obligated to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents amended as may be necessary or appropriate, in the reasonable opinion of the Administrative AgentAgent and the Borrower, to reflect the existence and terms of the Revolving Commitment Increase, as applicable, or otherwise to effect the provisions of this Section 2.212.1(f), notwithstanding any requirements of Section 10.12. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Additional Lenders, be subject Borrower and furnished to the satisfaction of each of other parties hereto.
(iii) Upon the conditions set forth in Section 4.02 on the date thereof. The proceeds effectiveness of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisition.
(c) Upon each Revolving Commitment Commitments Increase entered into pursuant to this Section 2.212.1(f), (i) each Lender with a Revolving Commitment immediately prior to the providing of such increase Incremental Revolving Facility will automatically and without further act be deemed to have assigned to each Additional LenderLender providing a portion of such Incremental Revolving Facility in respect of such provision, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) ▇▇▇▇▇▇'s participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (Ax) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (Cy) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Lender (including with a Revolving Commitment and each such Additional Lender) Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the Incremental Revolving Facilities of all Lenders represented by such Lender’s Applicable Percentage ▇▇▇▇▇▇'s Revolving Commitment and (ii) ifsuch ▇▇▇▇▇▇'s commitment under the Incremental Revolving Facility, as applicable. If, on the date of the providing of such Incremental Revolving Commitment IncreaseFacility, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall shall, on or prior to the effectiveness of such Incremental Revolving Commitment Increase Facility, be prepaid from the proceeds of additional the Incremental Revolving Loans made and B/As accepted and purchased hereunder (reflecting such commitments under the Incremental Revolving Facility) such that the percentage of the aggregate outstanding Revolving Loans held by each Lender with a Revolving Commitment Increase)and each Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the Incremental Revolving Facilities of all Lenders represented by such ▇▇▇▇▇▇'s Revolving Commitment and such ▇▇▇▇▇▇'s commitment under the Incremental Revolving Facility, as applicable, which prepayment shall (x) be accompanied by accrued and unpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)2.9. The Administrative Agent and the Lenders hereby agree that Lenders
(iv) Notwithstanding the minimum borrowingforegoing, pro rata borrowing the effectiveness of any Revolving Commitment Increase under this Section 2.1(f) shall be subject to the following conditions precedent: (A) satisfaction of all conditions precedent in Section 4.2 (except to the extent expressly set forth therein with respect to any Revolving Commitment Increase the proceeds of which are used to finance a Limited Condition Acquisition in compliance with Section 1.6), (B) such increase must be permitted by the ABL/Term Intercreditor Agreement and pro rata payment requirements contained elsewhere secured on a first-priority basis on the ABL First Lien Collateral under the ABL/Term Intercreditor Agreement, (C) such increase shall not cause the Revolving Loan Commitments to exceed 90% of the Maximum ABL Facility Amount (as defined in the ABL/Term Intercreditor Agreement), (D) the satisfaction or waiver of any other conditions as agreed between the lenders providing such Revolving Commitment Increase and the Borrower and, (E) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer's certificates and/or reaffirmation agreements substantially consistent with those delivered on the Agreement Date under Sections 4.1(a)(vii) and (ix) (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel's form of opinion utilized generally in connection with similar credit facilities).
(v) Notwithstanding anything to the contrary in this Agreement Section 2.1(f), the Borrower shall be permitted to request a Revolving Commitment Increase in the form of a "first-in, last-out" facility (the "FILO Facility"; the aggregate commitments thereunder, the "FILO Commitment"; and the loans made thereunder, the "FILO Loans"); provided that, the interest rate margins, rate floors, upfront fees, and other relevant terms and conditions (which, for the avoidance of doubt, shall not apply require any adjustment to the transactions effected Applicable Margin of other Revolving Loans pursuant to clause (i) above), shall be agreed upon by the immediately preceding sentenceBorrower, the Administrative Agent and the Lenders providing the FILO Facility (such Lenders, collectively, the "FILO Lenders") (without the consent of any other Lender) pursuant to an amendment to this Agreement to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the FILO Facility and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions thereof; provided further that (a) the FILO Loans and the Obligations in respect thereof shall not be guaranteed by any Person who is not a Guarantor and shall not be secured by any assets that do not constitute Collateral, (b) all proceeds from the liquidation or other realization of the Collateral received by the Administrative Agent or application of funds in accordance with Section 2.11 shall be applied, first to obligations owing under, or with respect to, the Obligations (other than the FILO Loans) and second to obligations owing under, or with respect to, the FILO Loans; (c) at any time that Revolving Loans (including Swing Loans) are outstanding the Borrower shall not prepay the FILO Loans unless the Payment Conditions are satisfied at such time; (d) the Majority Lenders (which shall include the FILO Lenders) shall control exercise of remedies in respect of the Collateral; and (e) any FILO Facility shall not mature prior to the Maturity Date. -82-
(vi) This Section 2.1(f) shall supersede any provisions in Section 2.10 to the contrary.
Appears in 1 contract
Sources: Credit Agreement (Installed Building Products, Inc.)
Revolving Commitment Increases. (a) At any time and from time to time during Borrower shall have the Availability Periodright, but in any eventnot the obligation, no more than two times during after the Availability PeriodClosing Date, the Parent Borrower may, by upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lendersan “Commitment Increase Notice”), to request to add one or more increases an increase in the aggregate amount 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 Revolving Commitments Swing Line Lender, the Swing Line Commitment) (each such increaseeach, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) having 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 Commitments, Facility Termination Date are acceptable); provided that at the time 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 such request and upon the effectiveness of each Revolving Commitment Increase Amendment 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 (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (bi) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 being requested and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth above.
(bii) Each notice from the Parent Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereof. Any additional bank, financial institution, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisition.
(c) Upon each Revolving Commitment Increase pursuant to this Section 2.21, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to on which such Revolving Commitment Increase and each such deemed assignment and assumption, the percentage of the aggregate (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (C) outstanding participations hereunder in Swingline Loans, in each case held by each Lender (including each such Additional Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawings, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior is requested to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such Revolving Commitment Increase), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e). 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 the transactions effected pursuant to the immediately preceding sentencebecome effective.
Appears in 1 contract
Revolving Commitment Increases. (a) At any time and The Borrower may from time to time during the Availability Period, but in any event, no (and more than two times during the Availability Period, the Parent Borrower mayone time), by written notice to the Administrative Agent (whereupon the Administrative Agent which shall promptly deliver a copy of such notice to each of the Lenders), request to add one or more increases in that the aggregate Revolving Commitments be increased by an amount not less than $15,000,000 for any such increase, except to the extent necessary to utilize the remaining unused amount of increase permitted under this Section 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. Such notice shall set forth the amount of the requested increase in the Revolving Commitments and the date on which such increase is requested to become effective (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 increase, a “Lender shall be reasonably satisfactory to the Administrative Agent) the opportunity to increase its Revolving Commitment Increase”) having terms identical by such Lender’s Applicable Percentage of the proposed increased amount. Each Lender shall, by notice to the existing 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 Commitments, provided Commitment by all or a portion of the offered amount or decline to increase its applicable Commitment (and any Lender that at the time does not deliver such a notice within such period of each such request and upon the effectiveness of each Commitment Increase Amendment (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (b) the Parent Borrower ten days shall be in compliance deemed to have declined to increase its Commitment). In the event that, on a pro forma basis with the covenant contained in Section 6.12 recomputed as of tenth day after the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer notice pursuant to the effect set forth 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 clauses the total Revolving Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (a) and (b) aboveany such bank or other financial institution, together with reasonably detailed calculations demonstrating compliance 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 clause Section 2.08 and (by) above. Notwithstanding anything immediately after giving effect to contrary hereinsuch Revolving Commitment Increase, the aggregate principal 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 Increases shall not exceed $40,000,000of such Augmenting Lender and/or its status as a Lender hereunder. Each Any increase in the aggregate Revolving Commitment Increase shall Commitments may be made in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000the increase requested by the Borrower if the Borrower is unable to arrange for, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboveor chooses not to arrange for, Augmenting Lenders.
(b) Each notice from of the Parent Borrower parties hereto hereby agrees that, upon the effectiveness of any increase in the aggregate Revolving Commitments pursuant to this Section 2.21 shall set forth 2.19 (the requested amount of the relevant “Revolving Commitment Increases and shall provide that to the extent any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-CommitmentIncrease”), any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereof. Any additional bank, financial institution, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment may be amended (such amendment, a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments Lenders to any Loan Documents as may be the extent (but only to the extent) necessary or appropriate, in to reflect the opinion existence and terms of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Revolving Commitment Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction of each of the conditions set forth evidenced thereby as provided for in Section 4.02 on the date thereof9.02(b). The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisition.
(c) Upon each Revolving Commitment Increase pursuant to this Section 2.21Section, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional LenderAugmenting Lender providing a portion of such Revolving Commitment Increase, and each such Additional Augmenting Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Credit, Swingline Loans and Overadvances such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit Credit, (B) participations hereunder in Swingline Loans and (C) outstanding participations hereunder in Swingline Loans, in each case Overadvances held by each Lender (including each such Additional Augmenting Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such Revolving Commitment Increase), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)2.15. 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 the transactions effected pursuant to the immediately preceding sentence.
(c) Increases and new Revolving Commitments created pursuant to this Section 2.19 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above or on such other date as agreed upon by the Borrower, the Administrative Agent and the applicable Augmenting Lenders.
(d) Notwithstanding the foregoing, no increase in the Revolving Commitments (or in any Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section unless on the date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied as of such date (as though the effectiveness of such increase were a Borrowing) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer.
Appears in 1 contract
Sources: Credit Agreement (Usg Corp)
Revolving Commitment Increases. (a) At The Lead Administrative Borrower may at any time and or from time to time during after the Availability Period, but in any event, no more than two times during the Availability Period, the Parent Borrower mayClosing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Revolving Credit Lenders), request to add one or more increases in the aggregate amount Revolving Credit Commitments (consisting of the Class of Revolving Credit Commitments with the Latest Maturity Date) (each such increase, a “Revolving Commitment Increase”) having terms identical to the existing Revolving Commitments); provided that, provided that at the time of each any such request and upon the effectiveness of each Revolving Commitment Increase Amendment (as defined belowand after giving effect thereto), (a) no Default has occurred and is continuing or Event of Default shall result therefrom, (b) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000exist. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, 25,000,000 (provided that such amount may be less than $15,000,000 25,000,000 if such amount represents all remaining Incremental Revolving Availability at such time). Notwithstanding anything to the remaining availability under contrary herein, the amount of any requested Revolving Commitment Increase shall not exceed (i) the Incremental Availability at such time, minus (ii) the aggregate principal 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 Commitment Increases set forth above.
(b) Availability”). Each notice from the Parent Lead Administrative Borrower pursuant to this Section 2.21 2.15(a) shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases and shall may be provided by any existing Revolving Credit Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide that to the extent a portion of any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-CommitmentIncrease), any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered in each case on terms permitted in this Section 2.15(a) and otherwise on terms reasonably acceptable to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereof. Any additional bank, financial institution, existing Lender Administrative Agent) or by any other Person that elects to extend constituting an Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Issuing Bank Eligible Assignee (any such bank, financial institution, existing Lender or other Person being called an “Additional Revolving Lender”); provided that the Administrative Agent, the Issuers and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) and, to such Revolving Credit Lender’s or Additional Revolving Lender’s providing such Revolving Commitment Increases if not already 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, shall become a Lender an increase in such Revolving Credit Lender’s applicable Class of Revolving Credit Commitment) under this Agreement pursuant to an amendment (a an “Commitment Increase Incremental Revolving Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Holdings, the Parent each Borrower, each Revolving Credit Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender Revolving Lender, if any, and the Administrative Agent. No Lender The Borrowers shall be obligated to provide any use Revolving Commitment Increase unless it so agreesIncreases only as permitted pursuant to Section 8.9. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an Upon each increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisition.
(c) Upon each Revolving Commitment Increase Credit Commitments pursuant to this Section 2.212.15(a), (ix) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Revolving Credit Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Additional Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender▇▇▇▇▇▇’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (Ai) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and Credit, (Cii) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Revolving Credit Lender and (iii) participations in Protective Advances held by each Revolving Credit Lender (including each such Additional Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders represented by such Lender▇▇▇▇▇▇’s Applicable Percentage Revolving Credit Commitment (without regard to any separate Class or Classes of) Revolving Credit Commitments of any Revolving Credit Lenders) and (iiy) if, on the date of such Revolving Commitment Increaseincrease, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such increase in Revolving Commitment IncreaseCredit Commitments), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)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 the transactions effected pursuant to the immediately preceding sentence.
Appears in 1 contract
Revolving Commitment Increases. (ai) At any time and from time to time during Borrower shall have the Availability Periodright, but in any eventnot the obligation, no more than two times during after the Availability PeriodAgreement Date, the Parent Borrower may, by upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders“Commitment Increase Notice”), to request to add one or more increases an increase in the aggregate amount commitments under the Initial Revolving Facility (which may, at the election of Borrower, include a proportionate increase to Letter of Credit Commitment and, with the consent of the Revolving Commitments Swing Line Lender, include a proportionate increase to Swing Line Commitment) (each such increaseeach, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) having (with Administrative Agent’s consent thereto not to be unreasonably withheld or delayed) by an aggregate amount of up to $50,000,000; provided that (A) no commitment of any Lender may be increased without the consent of such Lender, (B) no Event of Default then exists or would result immediately after giving effect thereto, (C) the Incremental Revolving Loans (1) shall be guaranteed by the Guarantors and shall rank pari passu in right of (x) priority with respect to the Collateral and (y) payment with respect to the Obligations in respect of the Commitments in effect prior to the Revolving Commitment Increase and (2) 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 Maturity Date are acceptable), (D) to the extent any Real Property secures the Obligations, flood insurance diligence and documentation have been completed as required by all Flood Insurance Laws or otherwise in a manner satisfactory to all Lenders, (E) the Revolving Commitments, provided that at the time of each such request and upon the effectiveness of each Commitment Increase Amendment shall be requested in minimum amounts of $10,000,000 or a higher multiple of $1,000,000 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 below), 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 shall be denominated in U.S. Dollars. Each Commitment Increase Notice shall set forth (a) no Default has occurred and is continuing or shall result therefrom, (bi) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Increase being requested and (ii) the date on which such Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboverequested to become effective.
(bii) Each notice from the Parent The Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any may seek a Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto from existing Lenders (each of which shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered entitled to the Canadian Subsidiary Borrower a notice pursuant agree or decline to Section 9.21 participate in respect thereof. Any its sole discretion) and additional bankbanks, financial institution, existing Lender or institutions and other Person that elects institutional lenders reasonably acceptable to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall who will become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement andIncremental Revolving Credit Lenders, as appropriateapplicable, the other Loan Documents, executed by Holdings, the Parent in connection therewith. The Borrower, such Additional each Incremental Revolving Credit Lender and the Administrative AgentAgent and, the Swing Line Lender and each LC Issuer, to the extent their consent would be required under Section 10.12 for an assignment of Loans or Commitments, as applicable, to such Additional Lender, shall execute and deliver an Incremental Revolving Credit Assumption Agreement having terms and conditions consistent with the terms of this Section 2.1(f). No Each Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Revolving Loans to be made thereunder, consistent with the provisions set forth in Section 2.1(f)(i). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Credit Assumption Agreement, this Agreement shall be obligated amended to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect the extent (but only to the extent) necessary to reflect the existence and terms of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment mayIncrease, without the consent of any other Lendersas applicable, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, otherwise to effect the provisions of this Section 2.212.1(f), notwithstanding any requirements of Section 10.12. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Additional Lenders, be subject Borrower and furnished to the satisfaction of each of other parties hereto.
(iii) Upon the conditions set forth in Section 4.02 on the date thereof. The proceeds effectiveness of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisition.
(c) Upon each Revolving Commitment Commitments Increase entered into pursuant to this Section 2.212.1(f), (i) each Lender with a Revolving Commitment immediately prior to the providing of such increase Incremental Revolving Facility will automatically and without further act be deemed to have assigned to each Additional LenderLender providing a portion of such Incremental Revolving Facility in respect of such provision, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (Ax) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (Cy) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Lender (including with a Revolving Commitment and each such Additional Lender) Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the Incremental Revolving Facilities of all Lenders represented by such Lender’s Applicable Percentage Revolving Commitment and (ii) ifsuch Lender’s commitment under the Incremental Revolving Facility, as applicable. If, on the date of the providing of such Incremental Revolving Commitment IncreaseFacility, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall shall, on or prior to the effectiveness of such Incremental Revolving Commitment Increase Facility, be prepaid from the proceeds of additional the Incremental Revolving Loans made and B/As accepted and purchased hereunder (reflecting such commitments under the Incremental Revolving Commitment IncreaseFacility), which prepayment shall (x) be accompanied by accrued and unpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)2.9. 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 the transactions effected pursuant to the immediately preceding sentence.
(iv) Notwithstanding the foregoing, the effectiveness of any Revolving Commitment Increase under this Section 2.1(f) shall be subject to the following conditions precedent: (A) satisfaction of all conditions precedent in Section 4.2, (B) such increase must be permitted by the ABL/Term Intercreditor Agreement, (C) the Borrower shall deliver to the Administrative Agent a certificate dated as of the effective date of such Revolving Commitment Increase signed by the chief financial officer or an officer with similar responsibilities of the Borrower certifying that the Fixed Charge Coverage Ratio calculated on a Pro Forma Basis is not less than 1.0 to 1.0, (D) the satisfaction of any other conditions as agreed between the lenders providing such Revolving Commitment Increase and the Borrower and, (E) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Agreement Date under Section 4.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion utilized generally in connection with similar credit facilities).
(v) This Section 2.1(f) shall supersede any provisions in Section 2.10 to the contrary.
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Sources: Credit Agreement (Installed Building Products, Inc.)
Revolving Commitment Increases. (a) At any time and from time to time during the Availability Period, but in any event, no more than two times during subject to the Availability Periodterms and conditions set forth herein, the Parent Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request to add one or more increases in increase the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) having terms identical to the existing Revolving Commitments), provided that at the time of each such request and upon the effectiveness of each Commitment Revolving Increase Amendment (as defined below)Amendment, (aA) no Default has occurred and is continuing or shall result therefrom, therefrom and (bB) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (bA) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,00050,000,000. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 1,000,000 and be in an aggregate principal amount that is not less than $15,000,00010,000,000, provided that such amount may be less than $15,000,000 10,000,000 if such amount represents all the remaining availability under the maximum aggregate principal amount of Revolving Commitment Increases set forth above.
(b) Each notice from the Parent Borrower pursuant to this Section 2.21 2.20 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereofIncrease. Any additional bank, financial institution, existing Lender or other Person that elects to extend an provide a portion of any Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent Agent, the Swingline Lender and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to a Revolving Increase Amendment. Each Revolving Commitment Increase shall be effected by an amendment (a “Commitment Revolving Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Intermediate Holdings, the Parent Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase Increase, unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Revolving Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender’s Revolving Commitment) under this Agreement. A Commitment Revolving Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.212.20. The effectiveness of any Commitment Revolving Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date thereof (each, a “Revolving Increase Closing Date”) of each of the conditions set forth in Section 4.02 on (it being understood that all references to “the date thereofof such Borrowing” in Section 4.02 shall be deemed to refer to the Revolving Increase Closing Date). The proceeds of any Loans made pursuant to Revolving Commitment Increases will be used only for working capital and other general corporate purposes and to finance any Permitted Acquisitionpurposes.
(c) Upon each Revolving Commitment Increase pursuant to this Section 2.212.20, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Loans held by each Lender (including each such Additional Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such Revolving Commitment Increase), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)2.15. 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 the transactions effected pursuant to the immediately preceding sentence.
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Revolving Commitment Increases. (a) At any time and from time to time during Borrower shall have the Availability Periodright, but in any eventnot the obligation, no more than two times during after the Availability PeriodClosing Date, the Parent Borrower may, by upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lendersan “Commitment Increase Notice”), to request to add one or more increases an increase in the aggregate amount 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 Revolving Commitments Swing Line Lender, the Swing Line Commitment) (each such increaseeach, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) having by an aggregate amount of up to $500,000,000; 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 Commitments, Facility Termination Date are acceptable); provided that at the time Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may 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 such request and upon the effectiveness of each Revolving Commitment Increase Amendment 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 (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (bi) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Increase being requested and (ii) the date on which such Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboverequested to become effective.
(b) Each notice from the Parent The Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any may seek a Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto from existing Lenders (each of which shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered entitled to the Canadian Subsidiary Borrower a notice pursuant agree or decline to Section 9.21 participate in respect thereof. Any its sole discretion) and additional bankbanks, financial institutioninstitutions and other institutional lenders who will become Incremental Revolving Credit Lenders, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent as applicable, in connection therewith. The Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional each Incremental Revolving Credit Lender and the Administrative AgentAgent and, the Swing Line Lender and each LC Issuer, to the extent their consent would be required under Section 11.12(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender, shall execute and deliver an Incremental Revolving Credit Assumption Agreement having terms and conditions consistent with the terms of this Section 2.18. No Each Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Revolving Loans to be made thereunder, consistent with the provisions set forth in Section 2.18(a). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Credit Assumption Agreement, this Agreement shall be obligated amended to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect the extent (but only to the extent) necessary to reflect the existence and terms of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment mayIncrease, without the consent of any other Lendersas applicable, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, otherwise to effect the provisions of this Section 2.212.18, notwithstanding any requirements of Section 11.12. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Additional Lenders, be subject Borrower and furnished to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisitionother parties hereto.
(c) Upon each the effectiveness of any Revolving Commitment Increase entered into pursuant to this Section 2.212.18, (i) each Lender with a Revolving Commitment of such Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender providing a portion of the Incremental Revolving Facility (each, an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Additional Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Lender with a Revolving Commitment of such Class (including each such Additional Incremental Revolving Facility Lender) will equal the percentage of the aggregate Revolving Commitments of such Class of all Lenders represented by such Lender’s Applicable Percentage and (ii) ifRevolving Commitment of such Class. If, on the date of such Revolving Commitment Increaseincrease, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingssuch Class outstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Incremental Revolving Commitment Increase Facility be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such increase in Revolving Commitment IncreaseCommitments of such Class), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(d) Upon the effectiveness of any Revolving Commitments Increase entered into pursuant to this Section 2.18, each Lender with a Revolving Commitment immediately prior to the providing of such Incremental Revolving Facility will automatically and without further act be deemed to have assigned to each Lender providing a portion of such Incremental Revolving Facility in respect of such provision, and each such Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Loans held by each Lender with a Revolving Commitment and each Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the Incremental Revolving Facilities of all Lenders represented by such Lender’s Revolving Commitment and such Lender’s commitment under the Incremental Revolving Facility, as applicable. If, on the date of the providing of such Incremental Revolving Facility, there are any Revolving Loans outstanding, such Revolving Loans shall, on or prior to the effectiveness of such Incremental Revolving Facility, be prepaid from the proceeds of the Incremental Revolving Loans made hereunder (reflecting such commitments under the Incremental Revolving Facility), which prepayment shall be accompanied by accrued and unpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(e) Notwithstanding the foregoing, the effectiveness of any Revolving Commitment Increase under this Section 2.18 shall be subject to the satisfaction of the conditions, including the terms of Section 11.31, as agreed between the lenders providing such Revolving Commitment Increase and the Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion utilized generally in connection with similar credit facilities).
(f) Notwithstanding anything to the contrary in this Section 2.18, the Revolving Commitment Increase may be in the form of a separate “first-in, last out” tranche (the “FILO Tranche”) with a separate borrowing base against the Borrowing Base Assets and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Loans pursuant to clause (a) above) among the Borrower, the Administrative Agent and the Lenders providing the FILO Tranche so long as (1) any loans under the FILO Tranche may not be guaranteed by any Subsidiaries of the Borrower other than the Guarantors; (2) if the FILO Tranche availability exceeds $0, any Revolving Borrowing thereafter requested shall be made under the FILO Tranche until the FILO Tranche availability no longer exceeds $0; (3) the Borrower may not prepay Revolving Credit Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Loans and/or Reimbursement Obligations (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) are outstanding; (4) the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase) shall, subject to the terms of the ABL/Bond Intercreditor Agreement, control exercise of remedies in respect of the Collateral and (5) no changes affecting the priority status of the Loans (other than the FILO Tranche), on the one hand, and the FILO Tranche, on the other hand, may be made without the consent of the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase), other than such changes which affect only the FILO Tranche.
(g) This Section 2.18 shall supersede any provisions in this Agreement to the contrary, including Sections 2.16 or 11.12. For the avoidance of doubt, any of the provisions of this Section 2.18 may be amended with the consent of the Required Lenders, the Administrative Agent and the Borrower.
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Revolving Commitment Increases. (a) At any time and from time to time during the Availability Period, but in any event, no more than two times during subject to the Availability Periodterms and conditions set forth herein, the Parent Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request to add one or more increases in increase the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) having terms identical to the existing Revolving Commitments), provided that at the time of each such request and upon the effectiveness of each Commitment Revolving Increase Amendment (as defined below)Amendment, (aA) no Default has occurred and is continuing or shall result therefrom, therefrom and (bB) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (bA) above. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000150,000,000. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 1,000,000 and be in an aggregate principal amount that is not less than $15,000,00010,000,000, provided that such amount may be less than $15,000,000 10,000,000 if such amount represents all the remaining availability under the maximum aggregate principal amount of Revolving Commitment Increases set forth above.
(b) Each notice from the Parent Borrower pursuant to this Section 2.21 2.20 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereofIncrease. Any additional bank, financial institution, existing Lender or other Person that elects to extend an provide a portion of any Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent Agent, each Swingline Lender and the each Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to a Revolving Increase Amendment. Each Revolving Commitment Increase shall be effected by an amendment (a “Commitment Revolving Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by HoldingsSTX, the Parent Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase Increase, unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Revolving Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender’s Revolving Commitment) under this Agreement. If the interest rate on the Revolving Loans to be made pursuant to the Revolving Commitment Increase is more than 0.50% higher than the interest rate for the then existing Revolving Loans under this Agreement, then the interest rate on such existing Revolving Loans shall be increased so that such original Revolving Loans bear interest at 0.50% below the interest rate on the incremental Revolving Loans. A Commitment Revolving Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.212.20. The effectiveness of any Commitment Revolving Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date thereof (each, a “Revolving Increase Closing Date”) of each of the conditions set forth in Section 4.02 on (it being understood that all references to “the date thereofof such Borrowing” in Section 4.02 shall be deemed to refer to the Revolving Increase Closing Date). The proceeds of any Loans made pursuant to Revolving Commitment Increases will be used only for working capital and other general corporate purposes of the Borrower and to finance any Permitted Acquisitionits subsidiaries.
(c) Upon each Revolving Commitment Increase pursuant to this Section 2.212.20, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Loans held by each Lender (including each such Additional Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such Revolving Commitment Increase), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)2.15. 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 the transactions effected pursuant to the immediately preceding sentence.
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Revolving Commitment Increases. (a) At any time and from time to time during the Availability Period, but in any event, no more than two times during subject to the Availability Periodterms and conditions set forth herein, the Parent Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders), request to add one or more increases in increase the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”) having terms identical to the existing Revolving Commitments), provided that at the time of each such request and upon the effectiveness of each Commitment Revolving Increase Amendment (as defined below)Amendment, (aA) no Default has occurred and is continuing or shall result therefrom, therefrom and (bB) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (bA) above. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Revolving Commitment Increases following the Effective Date shall not exceed $40,000,000300,000,000. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 1,000,000 and be in an aggregate principal amount that is not less than $15,000,00025,000,000, provided that such amount may be less than $15,000,000 25,000,000 if such amount represents all the remaining availability under the maximum aggregate principal amount of Revolving Commitment Increases set forth above.
(b) Each notice from the Parent Borrower pursuant to this Section 2.21 2.20 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereofIncrease. Any additional bank, financial institution, existing Lender or other Person that elects to extend an provide a portion of any Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent Agent, each Swingline Lender and the each Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to a Revolving Increase Amendment. Each Revolving Commitment Increase shall be effected by an amendment (a “Commitment Revolving Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by HoldingsSTX, the Parent Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Revolving Commitment Increase Increase, unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Revolving Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender’s Revolving Commitment) under this Agreement. If the interest rate on the Revolving Loans to be made pursuant to the Revolving Commitment Increase is more than 0.50% higher than the interest rate for the then existing Revolving Loans under this Agreement, then the interest rate on such existing Revolving Loans shall be increased so that such original Revolving Loans bear interest at 0.50% below the interest rate on the incremental Revolving Loans. A Commitment Revolving Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.212.20. The effectiveness of any Commitment Revolving Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the date thereof (each, a “Revolving Increase Closing Date”) of each of the conditions set forth in Section 4.02 on (it being understood that all references to “the date thereofof such Borrowing” in Section 4.02 shall be deemed to refer to the Revolving Increase Closing Date). The proceeds of any Loans made pursuant to Revolving Commitment Increases will be used only for working capital and other general corporate purposes of the Borrower and to finance any Permitted Acquisitionits subsidiaries.
(c) Upon each Revolving Commitment Increase pursuant to this Section 2.212.20, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Loans held by each Lender (including each such Additional Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingsoutstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such Revolving Commitment Increase), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)2.15. 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 the transactions effected pursuant to the immediately preceding sentence.
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Revolving Commitment Increases. (a) At any time and from time to time during Borrower shall have the Availability Periodright, but in any eventnot the obligation, no more than two times during after the Availability PeriodClosing Date, the Parent Borrower may, by upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lendersan “Commitment Increase Notice”), to request to add one or more increases an increase in the aggregate amount 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 Revolving Commitments Swing Line Lender, the Swing Line Commitment) (each such increaseeach, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) having by an aggregate amount of up to $500,000,000; 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 Commitments, Facility Termination Date are acceptable); provided that at the time Applicable Revolving Loan Margin relating to the Incremental Revolving Loans may 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 such request and upon the effectiveness of each Revolving Commitment Increase Amendment 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 (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (bi) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Increase being requested and (ii) the date on which such Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboverequested to become effective.
(b) Each notice from the Parent The Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any may seek a Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto from existing Lenders (each of which shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered entitled to the Canadian Subsidiary Borrower a notice pursuant agree or decline to Section 9.21 participate in respect thereof. Any its sole discretion) and additional bankbanks, financial institutioninstitutions and other institutional lenders who will become Incremental Revolving Credit Lenders, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent as applicable, in connection therewith. The Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional each Incremental Revolving Credit Lender and the Administrative AgentAgent and, the Swing Line Lender and each LC Issuer, to the extent their consent would be required under Section 11.12(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender, shall execute and deliver an Incremental Revolving Credit Assumption Agreement having terms and conditions consistent with the terms of this Section 2.18. No Each Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Revolving Loans to be made thereunder, consistent with the provisions set forth in Section 2.18(a). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Credit Assumption Agreement, this Agreement shall be obligated amended to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect the extent (but only to the extent) necessary to reflect the existence and terms of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment mayIncrease, without the consent of any other Lendersas applicable, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, otherwise to effect the provisions of this Section 2.212.18, notwithstanding any requirements of Section 11.12. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Additional Lenders, be subject Borrower and furnished to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisitionother parties hereto.
(c) Upon each the effectiveness of any Revolving Commitment Increase entered into pursuant to this Section 2.212.18, (i) each Lender with a Revolving Commitment of such Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender providing a portion of the Incremental Revolving Facility (each, an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Additional Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Lender with a Revolving Commitment of such Class (including each such Additional Incremental Revolving Facility Lender) will equal the percentage of the aggregate Revolving Commitments of such Class of all Lenders represented by such Lender’s Applicable Percentage and (ii) ifRevolving Commitment of such Class. If, on the date of such Revolving Commitment Increaseincrease, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingssuch Class outstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Incremental Revolving Commitment Increase Facility be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such increase in Revolving Commitment IncreaseCommitments of such Class), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(d) Upon the effectiveness of any Revolving Commitments Increase entered into pursuant to this Section 2.18, each Lender with a Revolving Commitment immediately prior to the providing of such Incremental Revolving Facility will automatically and without further act be deemed to have assigned to each Lender providing a portion of such Incremental Revolving Facility in respect of such provision, and each such Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Loans held by each Lender with a Revolving Commitment and each Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the Incremental Revolving Facilities of all Lenders represented by such Lender’s Revolving Commitment and such Lender’s commitment under the Incremental Revolving Facility, as applicable. If, on the date of the providing of such Incremental Revolving Facility, there are any Revolving Loans outstanding, such Revolving Loans shall, on or prior to the effectiveness of such Incremental Revolving Facility, be prepaid from the proceeds of the Incremental Revolving Loans made hereunder (reflecting such commitments under the Incremental Revolving Facility), which prepayment shall be accompanied by accrued and unpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(e) Notwithstanding the foregoing, the effectiveness of any Revolving Commitment Increase under this Section 2.18 shall be subject to the satisfaction of the conditions as agreed between the lenders providing such Revolving Commitment Increase and the Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion utilized generally in connection with similar credit facilities).
(f) Notwithstanding anything to the contrary in this Section 2.18, the Revolving Commitment Increase may be in the form of a separate “first-in, last out” tranche (the “FILO Tranche”) with a separate borrowing base against the Borrowing Base Assets and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Loans pursuant to clause (a) above) among the Borrower, the Administrative Agent and the Lenders providing the FILO Tranche so long as (1) any loans under the FILO Tranche may not be guaranteed by any Subsidiaries of the Borrower other than the Guarantors; (2) if the FILO Tranche availability exceeds $0, any Revolving Borrowing thereafter requested shall be made under the FILO Tranche until the FILO Tranche availability no longer exceeds $0; (3) the Borrower may not prepay Revolving Credit Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Loans and/or Reimbursement Obligations (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) are outstanding; (4) the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase) shall, subject to the terms of the ABL/Bond Intercreditor Agreement, control exercise of remedies in respect of the Collateral and (5) no changes affecting the priority status of the Loans (other than the FILO Tranche), on the one hand, and the FILO Tranche, on the other hand, may be made without the consent of the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase), other than such changes which affect only the FILO Tranche.
(g) This Section 2.18 shall supersede any provisions in this Agreement to the contrary, including Sections 2.16 or 11.12. For the avoidance of doubt, any of the provisions of this Section 2.18 may be amended with the consent of the Required Lenders, the Administrative Agent and the Borrower.
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Revolving Commitment Increases. (a) At any time and from time to time during Borrower shall have the Availability Periodright, but in any eventnot the obligation, no more than two times during after the Availability PeriodClosing Date, the Parent Borrower may, by upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lendersan “Commitment Increase Notice”), to request to add one or more increases an increase in the aggregate amount 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 Revolving Commitments Swing Line Lender, the Swing Line Commitment) (each such increaseeach, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) having by an aggregate amount of up to the greatest of (i) the Suppressed Availability as of such time and (ii) 100% of the greater of $500,000,000 and 50.0% of(x) the Reference Amount and (y) 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 AcquisitionTransaction ), (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 Commitments, Facility Termination Date are acceptable); provided that at the time 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 such request and upon the effectiveness of each Revolving Commitment Increase Amendment 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 (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (bi) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Increase being requested and (ii) the date on which such Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboverequested to become effective.
(b) Each notice from the Parent The Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any may seek a Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto from existing Lenders (each of which shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered entitled to the Canadian Subsidiary Borrower a notice pursuant agree or decline to Section 9.21 participate in respect thereof. Any its sole discretion) and additional bankbanks, financial institutioninstitutions and other institutional lenders who will become Incremental Revolving Credit Lenders, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent as applicable, in connection therewith. The Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional each Incremental Revolving Credit Lender and the Administrative AgentAgent and, the Swing Line Lender and each LC Issuer, to the extent their consent would be required under Section 11.12(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender, shall execute and deliver an Incremental Revolving Credit Assumption Agreement having terms and conditions consistent with the terms of this Section 2.18. No Each Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Revolving Loans to be made thereunder, consistent with the provisions set forth in Section 2.18(a). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Credit Assumption Agreement, this Agreement shall be obligated amended to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect the extent (but only to the extent) necessary to reflect the existence and terms of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment mayIncrease, without the consent of any other Lendersas applicable, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, otherwise to effect the provisions of this Section 2.212.18, notwithstanding any requirements of Section 11.12. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Additional Lenders, be subject Borrower and furnished to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisitionother parties hereto.
(c) Upon each the effectiveness of any Revolving Commitment Increase entered into pursuant to this Section 2.212.18, (i) each Lender with a Revolving Commitment of such Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender providing a portion of the Incremental Revolving Facility (each, an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Additional Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Lender▇▇▇▇▇▇’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Lender with a Revolving Commitment of such Class (including each such Additional Incremental Revolving Facility Lender) will equal the percentage of the aggregate Revolving Commitments of such LenderClass of all Lenders represented by such ▇▇▇▇▇▇’s Applicable Percentage and (ii) ifRevolving Commitment of such Class. If, on the date of such Revolving Commitment Increaseincrease, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingssuch Class outstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Incremental Revolving Commitment Increase Facility be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such increase in Revolving Commitment IncreaseCommitments of such Class), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(d) Upon the effectiveness of any Revolving Commitments Increase entered into pursuant to this Section 2.18 with respect to any Class, each Lender with a Revolving Commitment with respect to such Class immediately prior to the providing of such Incremental Revolving Facility will automatically and without further act be deemed to have assigned to each Lender providing a portion of such Incremental Revolving Facility in respect of such provision, and each such Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving ▇▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Loans held by each Lender with a Revolving Commitment and each Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the Incremental Revolving Facilities of all Lenders represented by such ▇▇▇▇▇▇’s Revolving Commitment and such ▇▇▇▇▇▇’s commitment under the Incremental Revolving Facility, as applicable. If, on the date of the providing of such Incremental Revolving Facility, there are any Revolving Loans outstanding, such Revolving Loans shall, on or prior to the effectiveness of such Incremental Revolving Facility, be prepaid from the proceeds of the Incremental Revolving Loans made hereunder (reflecting such commitments under the Incremental Revolving Facility), which prepayment shall be accompanied by accrued and unpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(e) Notwithstanding the foregoing, the effectiveness of any Revolving Commitment Increase under this Section 2.18 shall be subject to the satisfaction of the conditions, including the terms of Section 11.31, as agreed between the lenders providing such Revolving Commitment Increase and the Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion utilized generally in connection with similar credit facilities).
(f) Notwithstanding anything to the contrary in this Section 2.18, the Revolving Commitment Increase may be in the form of a separate “first-in, last out” tranche (the “FILO Tranche”) with a separate borrowing base against the Borrowing Base Assets and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Revolving Loan Margin of other Loans pursuant to clause (a) above) among the Borrower, the Administrative Agent and the Lenders providing the FILO Tranche so long as (1) any loans under the FILO Tranche may not be guaranteed by any Subsidiaries of the Borrower other than the Guarantors; (2) if the FILO Tranche availability exceeds $0, any Revolving Borrowing thereafter requested shall be made under the FILO Tranche until the FILO Tranche availability no longer exceeds $0; (3) the Borrower may not prepay Revolving Credit Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Loans and/or Reimbursement Obligations (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) are outstanding; (4) the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase) shall, subject to the terms of the ABL/Bond Intercreditor Agreement, control exercise of remedies in respect of the Collateral and, (5) no changes affecting the priority status of the Loans (other than the FILO Tranche), on the one hand, and the FILO Tranche, on the other hand, may be made without the consent of the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase), other than such changes which affect only the FILO Tranche. and (6) the advance rates for any category of assets in the definition of Borrowing Base Assets relating to the FILO Tranches shall not, when taken together with the advance rates for the corresponding categories in the Borrowing Base for Revolving Loans and any other FILO Tranches, exceed 100% with respect to such category of assets.
(g) This Section 2.18 shall supersede any provisions in this Agreement to the contrary, including Sections 2.16 or 11.12. For the avoidance of doubt, any of the provisions of this Section 2.18 may be amended with the consent of the Required Lenders, the Administrative Agent and the Borrower.
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Revolving Commitment Increases. (a) At any time and from time to time during Borrower shall have the Availability Periodright, but in any eventnot the obligation, no more than two times during after the Availability PeriodClosing Date, the Parent Borrower may, by upon notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lendersan “Commitment Increase Notice”), to request to add one or more increases an increase in the aggregate amount 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 Revolving Commitments Swing Line Lender, the Swing Line Commitment) (each such increaseeach, a “Revolving Commitment Increase”, and the loans thereunder, “Incremental Revolving Loans;” the facility in connection therewith a “Incremental Revolving Facility”) having 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 Commitments, Facility Termination Date are acceptable); provided that at the time 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 such request and upon the effectiveness of each Revolving Commitment Increase Amendment 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 (as defined below), (a) no Default has occurred and is continuing or shall result therefrom, (bi) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000. Each Increase being requested and (ii) the date on which such Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, provided that such amount may be less than $15,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Revolving Commitment Increases set forth aboverequested to become effective.
(b) Each notice from the Parent The Borrower pursuant to this Section 2.21 shall set forth the requested amount of the relevant Revolving Commitment Increases and shall provide that to the extent any may seek a Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-Commitment, any Loans made pursuant thereto from existing Lenders (each of which shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered entitled to the Canadian Subsidiary Borrower a notice pursuant agree or decline to Section 9.21 participate in respect thereof. Any its sole discretion) and additional bankbanks, financial institutioninstitutions and other institutional lenders who will become Incremental Revolving Credit Lenders, existing Lender or other Person that elects to extend an Revolving Commitment Increase shall be reasonably satisfactory to the Parent as applicable, in connection therewith. The Borrower, the Administrative Agent and the Issuing Bank (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (a “Commitment Increase Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Parent Borrower, such Additional each Incremental Revolving Credit Lender and the Administrative AgentAgent and, the Swing Line Lender and each LC Issuer, to the extent their consent would be required under Section 11.12(b) for an assignment of Loans or Commitments, as applicable, to such Additional Lender, shall execute and deliver an Incremental Revolving Credit Assumption Agreement having terms and conditions consistent with the terms of this Section 2.18. No Each Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Revolving Loans to be made thereunder, consistent with the provisions set forth in Section 2.18(a). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Revolving Credit Assumption Agreement, this Agreement shall be obligated amended to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect the extent (but only to the extent) necessary to reflect the existence and terms of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment mayIncrease, without the consent of any other Lendersas applicable, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, otherwise to effect the provisions of this Section 2.212.18, notwithstanding any requirements of Section 11.12. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Additional Lenders, be subject Borrower and furnished to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisitionother parties hereto.
(c) Upon each the effectiveness of any Revolving Commitment Increase entered into pursuant to this Section 2.212.18, (i) each Lender with a Revolving Commitment of such Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender providing a portion of the Incremental Revolving Facility (each, an “Incremental Revolving Facility Lender”) in respect of such increase, and each such Additional Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Swing Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumptionassumption of participations, the percentage of the aggregate outstanding (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (CB) outstanding participations hereunder in Swingline Loans, in each case Swing Loans held by each Lender with a Revolving Commitment of such Class (including each such Additional Incremental Revolving Facility Lender) will equal the percentage of the aggregate Revolving Commitments of such Class of all Lenders represented by such Lender’s Applicable Percentage and (ii) ifRevolving Commitment of such Class. If, on the date of such Revolving Commitment Increaseincrease, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawingssuch Class outstanding, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Incremental Revolving Commitment Increase Facility be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such increase in Revolving Commitment IncreaseCommitments of such Class), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans of such Class being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e)3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(d) Upon the effectiveness of any Revolving Commitments Increase entered into pursuant to this Section 2.18, each Lender with a Revolving Commitment immediately prior to the providing of such Incremental Revolving Facility will automatically and without further act be deemed to have assigned to each Lender providing a portion of such Incremental Revolving Facility in respect of such provision, and each such Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Loans held by each Lender with a Revolving Commitment and each Lender with an Incremental Revolving Facility will equal the percentage of the aggregate Revolving Commitments and aggregate commitments under the Incremental Revolving Facilities of all Lenders represented by such Lender’s Revolving Commitment and such Lender’s commitment under the Incremental Revolving Facility, as applicable. If, on the date of the providing of such Incremental Revolving Facility, there are any Revolving Loans outstanding, such Revolving Loans shall, on or prior to the effectiveness of such Incremental Revolving Facility, be prepaid from the proceeds of the Incremental Revolving Loans made hereunder (reflecting such commitments under the Incremental Revolving Facility), which prepayment shall be accompanied by accrued and unpaid interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.04. 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 the transactions effected pursuant to the immediately preceding sentence.
(e) Notwithstanding the foregoing, the effectiveness of any Revolving Commitment Increase under this Section 2.18 shall be subject to the satisfaction of the conditions, including the terms of Section 11.31, as agreed between the lenders providing such Revolving Commitment Increase and the Borrower and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officer’s certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion utilized generally in connection with similar credit facilities).
(f) Notwithstanding anything to the contrary in this Section 2.18, the Revolving Commitment Increase may be in the form of a separate “first-in, last out” tranche (the “FILO Tranche”) with a separate borrowing base against the Borrowing Base Assets and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Revolving Loan Margin of other Loans pursuant to clause (a) above) among the Borrower, the Administrative Agent and the Lenders providing the FILO Tranche so long as (1) any loans under the FILO Tranche may not be guaranteed by any Subsidiaries of the Borrower other than the Guarantors; (2) if the FILO Tranche availability exceeds $0, any Revolving Borrowing thereafter requested shall be made under the FILO Tranche until the FILO Tranche availability no longer exceeds $0; (3) the Borrower may not prepay Revolving Credit Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Loans and/or Reimbursement Obligations (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) are outstanding; (4) the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase) shall, subject to the terms of the ABL/Bond Intercreditor Agreement, control exercise of remedies in respect of the Collateral and (5) no changes affecting the priority status of the Loans (other than the FILO Tranche), on the one hand, and the FILO Tranche, on the other hand, may be made without the consent of the Required Lenders (calculated as including Lenders under any Revolving Commitment Increase), other than such changes which affect only the FILO Tranche.
(g) This Section 2.18 shall supersede any provisions in this Agreement to the contrary, including Sections 2.16 or 11.12. For the avoidance of doubt, any of the provisions of this Section 2.18 may be amended with the consent of the Required Lenders, the Administrative Agent and the Borrower.
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Revolving Commitment Increases. (a) At The Lead Administrative Borrower may at any time and or from time to time during after the Availability Period, but in any event, no more than two times during the Availability Period, the Parent Borrower mayClosing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Revolving Credit Lenders), request to add one or more increases in the aggregate amount Revolving Credit Commitments (consisting of the Class of Revolving Credit Commitments with the Latest Maturity Date) (each such increase, a “Revolving Commitment Increase”) having terms identical to the existing Revolving Commitments); provided that, provided that at the time of each any such request and upon the effectiveness of each Revolving Commitment Increase Amendment (as defined belowand after giving effect thereto), (a) no Default has occurred and is continuing or Event of Default shall result therefrom, (b) the Parent Borrower shall be in compliance on a pro forma basis with the covenant contained in Section 6.12 recomputed as of the last day of the most-recently ended fiscal quarter of the Parent Borrower and (c) the Parent Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (a) and (b) above, together with reasonably detailed calculations demonstrating compliance with clause (b) above. Notwithstanding anything to contrary herein, the aggregate principal amount of the Revolving Commitment Increases shall not exceed $40,000,000exist. Each Revolving Commitment Increase shall be in an integral multiple of $2,000,000 and be in an aggregate principal amount that is not less than $15,000,000, 25,000,000 (provided that such amount may be less than $15,000,000 25,000,000 if such amount represents all remaining Incremental Revolving Availability at such time). Notwithstanding anything to the remaining availability under contrary herein, the amount of any requested Revolving Commitment Increase shall not exceed (i) the Incremental Availability at such time, minus (ii) the aggregate principal 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 Commitment Increases set forth above.
(b) Availability”). Each notice from the Parent Lead Administrative Borrower pursuant to this Section 2.21 2.15(a) shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases and shall may be provided by any existing Revolving Credit Lender (it being understood that no existing Revolving Credit Lender will have an obligation to provide that to the extent a portion of any Revolving Commitment Increase relates to a Lender’s Canadian Revolving Sub-CommitmentIncrease), any Loans made pursuant thereto shall be made by the Lender’s Canadian Lending Office unless the applicable Lender has delivered in each case on terms permitted in this Section 2.15(a) and otherwise on terms reasonably acceptable to the Canadian Subsidiary Borrower a notice pursuant to Section 9.21 in respect thereof. Any additional bank, financial institution, existing Lender Administrative Agent) or by any other Person that elects to extend constituting an Revolving Commitment Increase shall be reasonably satisfactory to the Parent Borrower, the Administrative Agent and the Issuing Bank Eligible Assignee (any such bank, financial institution, existing Lender or other Person being called an “Additional Revolving Lender”); provided that the Administrative Agent, the Issuers and the Swing Loan Lender shall have consented (such consent not to be unreasonably withheld or delayed) and, to such Revolving Credit Lender’s or Additional Revolving Lender’s providing such Revolving Commitment Increases if not already 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, shall become a Lender an increase in such Revolving Credit Lender’s applicable Class of Revolving Credit Commitment) under this Agreement pursuant to an amendment (a an “Commitment Increase Incremental Revolving Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Holdings, the Parent each Borrower, each Revolving Credit Lender agreeing to provide such Revolving Credit Commitment, if any, each Additional Lender Revolving Lender, if any, and the Administrative Agent. No Lender The Borrowers shall be obligated to provide any Revolving Commitment Increase unless it so agrees. Commitments in respect of any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in the Revolving Commitment of such Lender) under this Agreement. A Commitment Increase Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.21. The effectiveness of any Commitment Increase Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction of each of the conditions set forth in Section 4.02 on the date thereof. The proceeds of any use Revolving Commitment Increases will be used only for working capital and general corporate purposes and to finance any Permitted Acquisition.
(c) Upon each Revolving Commitment Increase as permitted pursuant to this Section 2.21, (i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s (x) Canadian Revolving Sub-Commitment and (y) participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption, the percentage of the aggregate (A) Canadian Revolving Sub-Commitments, (B) outstanding participations hereunder in Letters of Credit and (C) outstanding participations hereunder in Swingline Loans, in each case held by each Lender (including each such Additional Lender) will equal such Lender’s Applicable Percentage and (ii) if, on the date of such Revolving Commitment Increase, there are any Revolving Loans outstanding or amounts owing in respect of outstanding B/A Drawings, such Revolving Loans and amounts owing in respect of outstanding B/A Drawings shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans made and B/As accepted and purchased hereunder (reflecting such Revolving Commitment Increase), which prepayment shall (x) be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16 and (y) in the case of outstanding B/A Drawings, be done in accordance with Section 2.11(e). 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 the transactions effected pursuant to the immediately preceding sentence8.
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