The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrowers, which Revolving Loans (i) shall, at the option of the Borrowers, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers. (b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers. (c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th earlier of (1) the 60th day after the Second Restatement Effective Initial Borrowing Date and (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on 2) the Second Restatement Effective Syndication Date), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (yiv) the shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans Letter of Credit Outstandings (exclusive of Swingline Loans Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstandingat such time, equals the lesser of (x) the Borrowing Base then in effect and (y) the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees (A) in the case of each Continuing Bank, to convert into Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Tranche A Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement 9 Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Tranche A Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's Term Loan Commitment as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)), and/or (B) to make, on the Restatement Effective Date, a term loan (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (ii) shall be made by each Bank in that initial aggregate principal amount (which, in the case of each Continuing Bank, shall include the principal amount of Term Loans converted pursuant to clause (A) above) as is equal to the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(bc) Subject to and upon the terms and conditions herein set forth, BTCo the Swingline Bank in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, Amount and (v) shall not exceed be extended if the Swingline Bank receives a written notice from any Agent or the Required Banks that has not been rescinded that there is a Default or an Event of Default in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowersexistence hereunder.
(cd) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the other Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.to
Appears in 1 contract
Sources: Credit Agreement (Howmet Corp /New/)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees, (A) in the case of each Continuing Bank, to convert into Revolving Loans, on the Restatement Effective Date, Existing Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the amount set forth on Schedule I and/or (B) at any time and from time to time on and after the Second Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" ", and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, provided that that, (Ax) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type Type, and (By) at any given time, no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date March 1, 2000 (which Borrowing of Eurodollar Loans may only have an Interest Period of one monthor two weeks as selected by the Borrower, and may only provided however, in the event the Borrower has elected to convert any Borrowing of Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 shall be made on the Second Restatement Effective Datepermitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof, hereof and (iii) shall not exceed for any Bank at any time outstanding (which, in the case of each Continuing Bank, shall include the principal amount of Existing Revolving Loans converted pursuant to clause (A) above) that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) (i) Subject to and upon the terms and conditions set forth herein, each Bank Revolving Lender severally agreesagrees to make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, each a "“Revolving Loan" ” and, collectively, the "“Revolving Loans"”) to the BorrowersBorrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed for any Bank Revolving Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Revolving Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Revolving Lender at such time, and (ivv) shall not exceed for all Banks in aggregate principal amount at any time outstanding that aggregate principal amount whichoutstanding, when added to (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided PROVIDED that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Syndication Date), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and time, (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding and (III) the aggregate principal amount of all Foreign Subsidiary Third Party Borrowings in excess of $15,000,000 (or the Dollar Equivalent thereof in the case of Foreign Subsidiary Third Party Borrowings incurred in a currency other than Dollars) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the sum of (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and time, (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding and (III) the aggregate principal amount of all Foreign Subsidiary Third Party Borrowings in excess of $15,000,000 (or the Dollar Equivalent thereof in the case of Foreign Subsidiary Third Party Borrowings incurred in a currency other than Dollars) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Bank agrees to make make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding, (II) the aggregate principal amount of all Foreign Subsidiary Third Party Borrowings in excess of $15,000,000 (or the Dollar Equivalent thereof in the case of Foreign Subsidiary Third Party Borrowings incurred in a currency other than Dollars) then outstanding and (III) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vx) the Swingline Bank shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Second Restatement Effective Date, when added Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the aggregate principal amount Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viy) the Swingline Bank shall be not make any Swingline Loan after it has received written notice from the joint Borrower or the Required Banks stating that a Default or an Event of Default exists and several obligations is con tinuing until such time as the Swingline Bank shall have received written notice (I) of each rescission of all such notices from the party or parties originally delivering such notice or (II) of the Borrowerswaiver of such Default or Event of Default by the Required Banks.
(c) On any Business Day, BTCo the Swingline Bank may, in its sole discretiondis cretion, give notice to the Banks that its the Swingline Bank's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata PRO RATA based on each Bank's Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably irre vocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and Borrowing, (v) the amount of the Total Revolving Loan Commitment or at such time and (vi) the Adjusted Total Revolving Loan Commitment aggregate principal amount of all Foreign Subsidiary Third Party Borrowings outstanding at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Bank such participations participa tions in the outstanding Swingline Loans as shall be necessary to cause such the Banks to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually actu ally made, the purchasing Bank shall be required to pay BTCo the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Sitel Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agreesagrees to make a term loan (each a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be incurred by the Borrower on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) shall be made by each such Bank in that aggregate principal amount which does not exceed the Term Loan Commitment of such Bank on the Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, time and (iv) shall not exceed for all such Banks at any time outstanding that aggregate principal amount which, when added to the sum of (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with 3 the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(bc) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Bank agrees to make make, at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(c), (vx) the Swingline Bank shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Second Restatement Effective Date, when added Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the aggregate principal amount Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viy) the Swingline Bank shall be not make any Swingline Loan after it has received written notice from the joint Borrower, any other Credit Party or the Required Banks stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Bank shall have received written notice (I) of each rescission of all such notices from the party or parties originally delivering such notice or (II) of the Borrowerswaiver of such Default or Event of Default by the Required Banks.
(cd) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Banks that its RL B▇▇▇▇ ▇▇▇t the Swingline Bank's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro RL B▇▇▇▇ ▇▇▇ rata based on each RL Bank's Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each such RL Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.date
Appears in 1 contract
Sources: Credit Agreement (Scot Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees, (A) to convert, on the Second Restatement Effective Date, Existing Revolving Loans made by such Bank to the respective Borrowers pursuant to the Existing Credit Agreement and outstanding on the Second Restatement Effective Date into a Borrowing of Revolving Loans hereunder to such Borrowers (as so converted, together with all revolving loans made pursuant to following clause (B), the "Revolving Loans" and each, a "Revolving Loan") and (B) at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan one or revolving loans (each, a "more additional Revolving Loan" and, collectively, the "Revolving Loans") Loans to the one or more Borrowers, all of which Revolving Loans made pursuant to preceding clauses (A) and (B):
(i) shall, at the option of the Borrowersrespective Borrower, be Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), Type;
(ii) may be repaid and reborrowed in accordance with the provisions hereof, ;
(iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals equals
(1) if such Bank is a Non-Defaulting Bank, the Adjusted Revolving Loan Commitment of such Bank at such time and (2) if such Bank is a Defaulting Bank, the Revolving Loan Commitment of such Bank at such time, ;
(iv) shall not exceed for all Non-Defaulting Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, ;
(v) shall not exceed in for all Banks at any time outstanding that aggregate principal amount on the Second Restatement Effective Datewhich, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of Revolving all Swingline Loans incurred on such date, an amount equal to $400,000,000(exclusive of Swingline Loans which are repaid with the proceeds of, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply simultaneously with the minimum amount for Borrowings otherwise required hereunderincurrence of, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.the
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks Lender at any time outstanding that aggregate principal amount which, when added to (I) the aggregate principal amount of all other then outstanding Loans made by such Lender and (II) the product of (x) such Lender's Percentage and (y) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Commitment of such Lender at such time and (yv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (I) the aggregate principal amount of all Swingline Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings (exclusive of Swingline Loans Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstandingat such time, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or or, subject to Section 1.15, Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, (iii) shall not exceed for any Bank such Lender at any time outstanding that aggregate principal amount which, when added to the product of (xA) such BankLender's Adjusted Percentage and (yB) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time, time and (iv) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount which, when added to (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Lender agrees to make make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount, (v) . The Swingline Lender shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Second Restatement Effective DateSwingline Lender has entered into an arrangement satisfactory to it and the Borrower, when added to eliminate the Swingline Lender's risk with respect to the aggregate principal amount Lender which is the subject of Revolving Loans incurred on such dateLender Default, an amount equal to $400,000,000, and (vi) shall be including by cash collateralizing the joint and several obligations of each Lender's Percentage of the Borrowersoutstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as (A) the Swingline Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, or (ii) of the waiver of such Default or Event of Default by the Required Lenders or (B) the Administrative Agent in good faith believes that such Default or Event of Default has ceased to exist.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders with Revolving Loan Commitments that its outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) such Lenders pro rata based on each Banksuch Lender's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitments Commitment pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and date, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafterthereafter and (z) whenever the Swingline Lender receives a payment in respect of a Swingline Loan in which such a participation has been purchased, the Swingline Lender shall pay to the Lenders which acquired such participation an amount equal to such Lenders' share in such Swingline Loan.
(d) Subject to Section 1.13, the other terms and conditions set forth herein and the relevant Incremental Term Loan Commitment Agreement, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an "Incremental Term Loan" and, collectively, the "Incremental Term Loans") to the Borrower, which Incremental Term Loans: (i) only may be incurred on one or more Incremental Term Loan Borrowing Dates (which dates, in any event (x) shall not be earlier than the Syndication Date and (y) shall not be later than the Revolving Loan Maturity Date);
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) that, except as -------- otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the sum of (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Bank agrees to make make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vx) the Swingline Bank shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Second Restatement Effective Date, when added Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the aggregate principal amount Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viy) the Swingline Bank shall be not make any Swingline Loan after it has received written notice from the joint Borrower, any other Credit Party or the Required Banks stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Bank shall have received written notice (I) of each rescission of all such notices from the party or parties originally delivering such notice or (II) of the Borrowerswaiver of such Default or Event of Default by the Required Banks.
(c) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Banks that its the Swingline Bank's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon -------- the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted --- ---- RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such the Banks to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest -------- payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Pursuant to the Original Credit Agreement, and subject to and upon the terms and conditions set forth therein, each Bank with a Term Loan Commitment severally agreed to make, and did make, an original term loan (each as amended and restated hereunder, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans do not exceed for any Bank, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on the Initial Borrowing Date (after giving effect to the repayment and reduction of Term Loans pursuant to Section 1.02). Once repaid, Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectivelyRevolving
(1) if such Bank is a Non-Defaulting Bank, the "Adjusted Revolving Loans") to the Borrowers, which Revolving Loans (i) shall, at the option Loan Sub-Commitment of the Borrowers, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds ofif such Bank is a Defaulting Bank, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, and (iviii) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time time, and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals exceeds an amount equal to the lesser of (A) the Borrowing Base at such time or (B) the Total Revolving Loan Sub-Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(bc) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Initial Bor rowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectivelycollec tively, the "Swingline Loans") to the Borrowers), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the lesser of (A) the Borrowing Base at such time less the aggregate principal amount of all outstanding Revolving Loans made by Defaulting Banks and (B) the Adjusted Total Revolving Loan Sub-Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Sub-Commitment on such date), and (iviii) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(cd) On any Business Day, BTCo may, in its sole discretiondis cretion, give notice to the Banks that its outstanding Swingline Swing line Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata PRO RATA based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Re volving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 5 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing Borrowing, and (v) the amount of the Borrowing Base, the Total Revolving Loan Sub-Commitment or the Adjusted Total Revolving Loan Sub-Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted ad justed for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10)) and the Revolving Loan Commitments of such Bank, provided if not terminated pursuant to the terms hereof, shall be reduced on a dollar for dollar basis, PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees, (A) in the case of each Continuing Bank, to convert into Revolving Loans, on the Restatement Effective Date, Existing Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the amount set forth on Schedule I and/or (B) at any time and from time to time on and after the Second Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" ", and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, provided that PROVIDED that, (Ax) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type Type, and (By) at any given time, no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date March 1, 1999 (which Borrowing of Eurodollar Loans may only have an Interest Period of one monthor two weeks as selected by the Borrower, and may only PROVIDED however, in the event the Borrower has elected to convert any Borrowing of Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 shall be made on the Second Restatement Effective Datepermitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof, hereof and (iii) shall not exceed for any Bank at any time outstanding (which, in the case of each Continuing Bank, shall include the principal amount of Existing Revolving Loans converted pursuant to clause (A) above) that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, outstanding and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (xII) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Available Revolving Loan Commitment of such Bank at such time and (yiv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstandingoutstanding and (II) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Total Available Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Adjusted Total Available Revolving Loan Commitment at such time (after giving then in effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount, . BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (vi) shall not exceed in aggregate principal amount on rescission of such notice from the Second Restatement Effective Date, when added to party or parties originally delivering the aggregate principal amount same or (ii) a waiver of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be Default or Event of Default from the joint and several obligations of each of the BorrowersRequired Banks.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded repaid with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) Percentage, and the proceeds thereof of such Mandatory Borrowing shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the immediately preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then existshas occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with in respect to any of the BorrowersBorrower), then each such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, occurred but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause such the Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10)Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant Bank purchasing same from and after such date and (y) at the time that any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay to BTCo interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Tracor Inc /De)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees to make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the one or more Borrowers, which Revolving Loans Loans:
(i) shall, at the option of the Borrowersrequesting Borrower, be either Base Rate Loans or Eurodollar Eurocurrency Loans, provided that (A) except all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided in Section 1.10(b)herein, all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and Type;
(Bii) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to in Dollars or other Eurocurrencies, at the 30th day after option of the Second Restatement Effective Date requesting Borrower;
(which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, ;
(iiiiv) shall not exceed for of any Bank at any time outstanding that shall not have an aggregate principal amount Original Dollar Amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum U.S. Dollar Equivalent of (I) the aggregate amount of all Letter of Credit Out- standings Exposure (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving LoansLoans then being incurred) at such time, exceeds the Revolving Loan Commitment of such Bank (after giving effect to any simultaneous reinstatement in the Revolving Loan Commitment of such Bank on such date pursuant to Section 1.01(b)(i)) at such time; provided that, at the time of making of each of such Loans, each such Loan shall not have an Original Dollar Amount which, when added to the U.S. Dollar Equivalent of such Bank's Revolving Loans outstanding and (II) the aggregate principal amount Letter of all Swingline Loans Credit Exposure (exclusive of Swingline Loans Unpaid Drawings which are repaid with the proceeds of, and simultaneously simultaneous with the incurrence of, the respective incurrence of Revolving LoansLoans then being incurred) then outstandingat such time, equals exceeds the Revolving Loan Commitment of such Bank (after giving effect to any simultaneous reinstatement in the Revolving Loan Commitment of such Bank on such date pursuant to Section 1.01(b)(i)) at such time, ; and
(ivv) shall not exceed for all Banks at any time outstanding that shall not have an aggregate principal amount Original Dollar Amount which, when added to (x) the aggregate amount of the U.S. Dollar Equivalent of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving LoansLoans then being incurred) at such time, exceeds the Total Revolving Loan Commitment (after giving effect to any simultaneous increase in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(b)(i)) at such time; provided that, at the time and (y) of making thereof, such Loans shall not have an Original Dollar Amount which, when added to the aggregate principal amount U.S. Dollar Equivalent of the Revolving Loans of all Swingline Loans Banks outstanding and all Letter of Credit Outstandings (exclusive of Swingline Loans Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving LoansLoans then being incurred) then outstandingat such time, equals exceeds the Total Revolving Loan Commitment (after giving effect to any simultaneous increase in the Total Revolving Loan Commitment on such date pursuant to Section 1.01 (b)(i)) at such time.
(i) The Company may from time to time, but no more often than once in a calendar quarter, request any Bank to agree, or to arrange for a Local Affiliate of such Bank to agree, to provide a Local Currency Commitment to any Subsidiary Borrower or to the Company (vi) with respect to any currency which the Company has previously requested be designated as Eurocurrency and which request the Banks denied or (ii) if it is beneficial to the Company or such Subsidiary Borrower to avoid withholding tax to borrow Loans directly from a Bank (or a Local Affiliate of a Bank) in a foreign country, provided, that the sum of the aggregate amount of Local Currency Commitments in effect at any one time may not exceed $15,000,000 and that, at any time, there shall not exist more than 3 Local Currency Commitments outstanding. If a Bank is willing, in its sole discretion, to provide such a Local Currency Commitment, or is willing, in its sole discretion, to arrange to have a Local Affiliate of such Bank provide such a Local Currency Commitment, then such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Addendum, or, if such Bank has arranged to have such Local Affiliate provide such a Local Currency Commitment, such Local Affiliate, such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Designation and Assignment Agreement. Such Local Currency Commitment shall be designated in Dollars, shall not exceed in aggregate principal amount on such Bank's Unutilized Revolving Loan Commitment at the Second Restatement Effective Datetime when such Local Currency Commitment goes into effect and, when added to such Bank's Revolving Loan Commitment, shall not exceed such Bank's Commitment. A Bank's Revolving Loan Commitment shall be automatically reduced to the aggregate principal extent that such Bank or any Local Affiliate of such Bank has from time to time in effect any Local Currency Commitment and such Bank's Revolving Loan Commitment shall be automatically reinstated to the extent that any such Local Currency Commitment expires or is terminated either in whole or in part, unless at the time of such expiration or termination the Revolving Loan Commitments of all Banks have terminated (in which case such Bank's Revolving Loan Commitment shall not be reinstated to any extent), by (i) 100% of such Local Currency Commitment, if there has been no reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect or (ii) such lesser percentage of such Local Currency Commitment that equals the quotient (expressed as a percentage) obtained by dividing the Total Revolving Loan Commitment as in effect on such day by the Total Revolving Loan Commitment as in effect on the day such Local Currency Commitment went into effect, if there has been a reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect. The Bank providing (whether directly or through its Local Affiliate) such Local Currency Commitment and the relevant Subsidiary Borrower or the Company, as applicable, shall provide the Administrative Agent five Business Days prior notice of any change in the amount of Swingline any Bank's Local Currency Commitment. Promptly upon receipt of such notice, the Administrative Agent shall calculate the amount of such Bank's Revolving Loan Commitment after giving effect to such change. Upon its receipt of such notice, the Administrative Agent will notify the Company and the Banks of such change. The Company may on five Business Days' written notice to the Administrative Agent terminate in whole or in part any Local Currency Commitment from time to time provided that after giving effect to such termination, the outstanding portion of Original Dollar Amount of all Local Currency Loans incurred on under such date, an amount equal to $400,000,000 and (vi) Local Currency Commitment shall be the joint and several obligations of each of the Borrowersnot exceed such Local Currency Commitment as so reduced.
(bii) Subject to and upon the terms and conditions set forth herein set forthand in or pursuant to the applicable Local Currency Documentation, BTCo in its individual capacity each Bank with a Local Currency Commitment and each Local Affiliate with a Local Currency Commitment severally agrees to make make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Swingline Expiry DateFinal Maturity Date (or such shorter period as may be specified in or pursuant to the applicable Local Currency Documentation), a revolving loan or revolving loans (each, a "Swingline Local Currency Loan" and, collectively, the "Swingline Local Currency Loans") to one or more Subsidiary Borrowers or the BorrowersCompany, as applicable, specified in the applicable Local Currency Documentation, which Swingline Local Currency Loans (iA) shall be made and maintained as Base Rate not have an Original Dollar Amount exceeding the Local Currency Commitment specified in the applicable Local Currency Documentation; provided that, at the time of making of each of such Loans, each such Loan shall not have an Original Dollar Amount which, when added to the U. S. Dollar Equivalent of all Local Currency Loans outstanding under such Local Currency Commitment at such time, exceeds such Local Currency Commitment, (iiB) may be repaid and reborrowed in accordance with the provisions hereofhereof and of the applicable Local Currency Documentation, and (iiiC) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of have an Original Dollar Amount exceeding for all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at all such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed Local Affiliates at any time outstanding the Maximum Swingline Amount, Total Local Currency Commitment at such time.
(viii) Each Local Currency Loan shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred mature on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice on or prior to the Banks that its outstanding Swingline Loans Final Maturity Date, as the applicable Borrower and Bank or such Bank's Local Affiliate shall be funded with a Borrowing agree prior to the making of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default Local Currency Loan in or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.Local Currency
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersCompany, which Revolving Loans (i) shall, at the option of the BorrowersCompany, be Base Rate Loans or Eurodollar Rate Loans, ; provided that (Ax) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (By) no more than one Borrowing two Borrowings of Revolving Eurodollar Rate Loans to (the first of which Borrowings must be maintained as Eurodollar Loans may be incurred prior to made on, or within five Business Days after, the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only and must have an Interest Period of one month, and the second of which Borrowings may only be made incurred on the Second last day of the first Interest Period referenced above in this parenthetical and must also have an Interest Period of one month) may be incurred prior to the earlier of (1) the 60th day after the Restatement Effective Date or, if on such 60th day a Borrowing of Eurodollar Loans remains outstanding which has an Interest Period which extends beyond such 60th day, the last day of such Interest Period, and (2) that date (the "Syndication Date)") upon which the Administrative Agent determines in its sole discretion (and notifies the Company) that the primary syndication (and the resultant addition of institutions as Banks pursuant to Section 13.04) has been completed, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (IA) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (IIB) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals exceeds an amount equal to the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees (A) to convert, on the Restatement Effective Date, the Original Swingline Loans made by BTCo to the Company pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date into a Borrowing of Swingline Loans hereunder (as so converted, together with all Swingline Loans made pursuant to the following clause (B), the "Swingline Loans" and each, a "Swingline Loan") and (B) to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Company (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time then in effect (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), ) and (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall shall, to the maximum extent permitted by applicable law, be made on the 1`e immediately succeeding Business Day by from all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's the basis of their respective Adjusted Percentage Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo BTCo, to the maximum extent permitted by applicable law, notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of any reduction in the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at after any such time; provided that, in no event shall such Bank be required to make Revolving Swingline Loans in excess of such Bank's Revolving Loan Commitmentwere made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under of the Bankruptcy Code type referred to in Section 10.05 with respect to any of the BorrowersCompany), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Company on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), ; provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafterhereunder.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Commitment severally agrees, agrees to make at any time and from time to time on and or after the Second Restatement Effective Initial Borrowing Date and prior to the Maturity Date, to make Date a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the Borrowers, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided shall bear interest in accordance with Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)1.07, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount outstanding which, when added to the product amount of (x) such BankLender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Commitment of such Lender at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (ivv) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount outstanding which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstandingtime, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable if the Total Commitment equals $550,000,000, the aggregate amount of Loans and Letters of Credit incurred on the Swingline Loans Initial Borrowing Date shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date not exceed $37,000,000 and (y) at if the time any purchase of participations pursuant to this sentence is actually madeTotal Commitment equals $450,000,000, the purchasing Bank shall be required to pay BTCo interest aggregate amount of Loans and Letters of Credit incurred on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Initial Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafterDate shall not exceed $107,000,000.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees (A) to convert, on the Restatement Effective Date, Original Revolving Loans made by such Bank to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date (but after giving effect to the repayment of Original Revolving Loans on such date pursuant to Section 5.05) into a Borrowing of Revolving Loans hereunder (as so converted, together with all revolving loans made pursuant to following clause (B), the "Revolving Loans" and each, a "Revolving Loan") and (B) to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan one or revolving loans (each, a "more additional Revolving Loan" and, collectively, the "Revolving Loans") Loans to the BorrowersBorrower, all of which Revolving Loans made pursuant to preceding clauses (A) and (B) (i) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the sum of (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the lesser of (x) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (y) the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Bank agrees to make make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted lesser of (A) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (B) the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vx) the Swingline Bank shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Second Restatement Effective Date, when added Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the aggregate principal amount Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viy) the Swingline Bank shall be not make any Swingline Loan after it has received written notice from the joint Borrower or the Required Banks stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Bank shall have received written notice (I) of each rescission of all such notices from the party or parties originally delivering such notice or (II) of the Borrowerswaiver of such Default or Event of Default by the Required Banks.
(c) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Banks that its the Swingline Bank's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment Borrowing Base or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such the Banks to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Sitel Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agreesagrees to make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such BankLender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Available Commitment of such Bank Lender at such time, and (iv) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Available Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Lender agrees to make make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Available Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vi) the Swingline Lender shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Second Restatement Effective Date, when added Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the aggregate principal amount Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viii) the Swingline Lender shall be not make any Swingline Loan after it has received written notice from the joint Borrower or the Required Lenders stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Lender shall have received written notice (A) of each rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the Borrowerswaiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders that its the Swingline Lender's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) Lenders pro rata based on each BankLender's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Available Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.that
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agreesagrees to make on the Initial Borrowing Date a term loan or term loans (each a “Term Loan” and collectively, the “Term Loans”) to the Borrower, which Term Loans shall (i) at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Term Loans shall initially be made as Base Rate Loans, (ii) be made and maintained in Dollars and (iii) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees to make at any time and from time to time on and or after the Second Restatement Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, each a "“Revolving Loan" and, collectively, ” and collectively the "“Revolving Loans"”) to the Borrowers, which Revolving Loans (i) shallshall be made and maintained in Dollars, (ii) at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, hereof and (iiiiv) shall not exceed for any Bank at the time of the making of any time outstanding such Revolving Loans that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate principal amount of all other Revolving Loans then outstanding from such Bank and (II) the product of (A) such Bank’s Revolving Percentage and (B) the sum of (1) aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(bi) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Bank agrees to make at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "“Swingline Loan" ” and, collectively, the "“Swingline Loans") to the Borrowers”), which Swingline Loans (iv) shall be made and maintained maintained, at the election of the Borrower, as Base Rate Loans, (iiw) may be repaid and reborrowed in accordance with the provisions hereof, (iiix) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) in aggregate principal amount at any time outstandingoutstanding that amount which, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to equals the Adjusted Total Revolving Loan Commitment at such time then in effect (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment changes thereto on such date), ) and (ivy) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount, (v) . The Swingline Bank shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Second Restatement Effective Date, when added Swingline Bank has entered into arrangements satisfactory to it and the aggregate principal amount of Borrower to eliminate the Swingline Bank’s risk with respect to Defaulting Bank’s or Banks’ Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each Percentage of the Borrowersoutstanding Swingline Loans. The Swingline Bank will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as the Swingline Bank shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks.
(cii) On any Business Day, BTCo Day the Swingline Bank may, in its sole discretion, give notice to the Banks ▇▇ ▇▇▇▇▇ that its outstanding Swingline Loans shall be funded repaid with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "“Mandatory Borrowing"”) shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) ▇▇ ▇▇▇▇▇ pro rata based on each RC Bank's Adjusted Percentage (determined before giving effect to any termination of the ’s Revolving Loan Commitments pursuant to the last paragraph of Section 10) Percentage, and the proceeds thereof shall be applied directly to BTCo to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each such RC Bank hereby irrevocably agrees to make Revolving Base Rate Loans upon one Business Day's ’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding the Swingline Bank notwithstanding: (v) that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (iiw) whether any conditions specified in Section 6 are then satisfied, (iiix) whether a Default or an Event of Default then existshas occurred and is continuing, (ivy) the date of such Mandatory Borrowing and (vz) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with in respect to any of the BorrowersBorrower), then each such RC Bank hereby agrees that it (other than the Swingline Bank) shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on Swingline Bank (without recourse or after warranty) such date and prior to such purchase) from BTCo such participations in assignment of the outstanding Swingline Loans as shall be necessary to cause such Banks ▇▇ ▇▇▇▇▇ to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10)Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective participation assignment is required to be purchased and, to the extent attributable to the purchased participationassignment, shall be payable to the participant RC Bank purchasing same from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafterpurchase.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agrees, agrees to make at any time and from time to time on and or after the Second Restatement Effective Initial Borrowing Date and prior to the Final Maturity Date, to make Date a revolving loan or revolving loans (each, a "“Revolving Loan" ” and, collectively, the "“Revolving Loans"”) to the BorrowersBorrowers on a joint and several basis, which Revolving Loans (i) shallshall bear interest in accordance with Section 1.07, at the option of (ii) shall be denominated in Dollars or in an Alternate Currency in each case, as elected by the Borrowers, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed for any Bank such Lender at any time outstanding that aggregate principal amount outstanding which, when added to the product of (x) such Bank's Adjusted Lender’s Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time time, and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, outstanding equals the Revolving Loan Commitment of such Bank Lender at such time, (ivv) shall not exceed for all Banks such Lenders at any time outstanding that aggregate principal amount outstanding which, when added to the sum of (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time time, and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, outstanding equals the Total Revolving Loan Commitment at such time, and (vvi) in the case of Alternate Currency Revolving Loans, shall not exceed for all Lenders at any time in aggregate principal amount on (using the Second Restatement Effective DateDollar Equivalent thereof) outstanding, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the BorrowersAlternate Currency Sublimit.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Lender agrees to make make, at any time and from time to time on and or after the Second Restatement Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "“Swingline Loan" ” and, collectively, the "“Swingline Loans"”) to the BorrowersBorrowers on a joint and several basis, which Swingline Loans (i) shall be made and maintained as Base Rate Loansbear interest in accordance with Section 1.07, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) as provided in Section 4.02(c) shall be repaid no later than the date which is five Business Days following the incurrence thereof, (v) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding (for this purpose, using the Dollar Equivalent of each Alternate Currency Revolving Loan then outstanding) and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time time, and (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (ivvi) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vi) the Swingline Lender shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to any Lender unless the Second Restatement Effective Date, when added Swingline Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swingline Lender’s risk with respect to the aggregate principal amount Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lenders’ Percentage of Revolving Loans incurred on such date, an amount equal to $400,000,000the outstanding Swingline Loans, and (viii) the Swingline Lender shall be not make any Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the joint Required Lenders stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Lender shall have received written notice (A) of each rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the Borrowerswaiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders that its the Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Dollar Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or Section 10.09 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Dollar Revolving Loans constituting Base Rate in an aggregate principal amount equal to such outstanding Swingline Loans (each such Borrowing, a "“Mandatory Borrowing"”) shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) Lenders pro rata based on each Bank's Adjusted such Lender’s Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Dollar Revolving Loans upon one Business Day's ’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing Borrowing, and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that. For the avoidance of doubt, in no event any Swingline Loan which has been funded with one or more Mandatory Borrowings shall such Bank cease to be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitmenta Swingline Loan. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
(d) In the event that the Borrowers fail to reimburse any Issuing Lender in accordance with Section 2.04 for any Drawing paid by such Issuing Lender under any Letter of Credit issued by it, then on the date specified in Section 2.04(a), the Borrowers shall be deemed to have made a request for a borrowing of Revolving Loans in an amount equal to the Drawing with an initial Interest Period of seven days which such deemed request shall not be subject to any condition precedent set forth in Section 6 and shall be irrevocable. Each Lender acknowledges and agrees that its obligation to make its pro rata share of any such borrowing available to the Administrative Agent is absolute and unconditional and shall not be affected by any event, happening or circumstance whatsoever, including the failure of any condition precedent set forth in Section 5 to be satisfied at the time of such deemed request.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (yiv) the shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the aggregate amount of all Swingline Loans Letter of Credit Outstandings (exclusive of Swingline Loans Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstandingat such time, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with an A-1 Term Loan Commitment severally agreesagrees to make term loans (each an "A-1 Term Loan" and collectively, the "A-1 Term Loans") to GWR, which A-1 Term Loans shall (i) at the option of GWR, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by GWR pursuant to Section 1.09, provided that prior to the Syndication Date, A-1 Term Loans may only be incurred and maintained as or converted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, (ii) be made and maintained in Dollars, (iii) be made on two separate dates, with an aggregate amount of A-1 Term Loans to be made on the Initial Borrowing Date equal to (x) an amount equal to (A) the sum of the Total A-1 Term Loan Commitment plus the Total B-1 Term Loan Commitment minus (B) $61,500,000, multiplied by (y) a fraction the numerator of which is the Total A-1 Term Loan Commitment on the Effective Date and the denominator of which is the sum of the Total A-1 Term Loan Commitment and the Total B-1 Term Loan Commitment on the Effective Date, and an aggregate amount equal to the remainder of the A-1 Term Loans to be made on the Merger Date, provided that if 6,135,061 or more shares of Holdings Common Stock are tendered pursuant to the Tender Offer (and the Torque Credit Agreement terminates undrawn in accordance with its terms), then all A-1 Term Loans shall be made on the Initial Borrowing Date, and (iv) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A-1 Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, A-1 Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each German Bank with an A-2 Term Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each an "A-2 Term Loan" and collectively, the "A-2 Term Loans") to GGH, which A-2 Term Loans shall (i) be made and maintained in Euros, (ii) be made and maintained only by German Banks, (iii) at the option of GGH, be incurred and maintained as, and/or converted into, one or more Borrowings of A-2 Loans having such Interest Periods as are selected by GGH pursuant to Section 1.09, provided that prior to the Syndication Date all A-2 Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods, and (iv) not exceed for any German Bank, in initial aggregate principal amount, that amount which equals the A-2 Term Loan Commitment of such German Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, A-2 Term Loans incurred hereunder may not be reborrowed.
(c) Subject to and upon the terms and conditions set forth herein, each Bank with an A-3 Term Loan Commitment severally agrees to make on a single date occurring on or within one Business Day following the Initial Borrowing Date a term loan or term loans (each an "A-3 Term Loan" and collectively, the "A-3 Term Loans") to GWH, which A-3 Term Loans shall (i) be made and maintained in Pounds Sterling, (ii) at the option of GWH, be incurred and maintained as, and/or converted into, one or more Borrowings of A-3 Term Loans having such Interest Periods as are selected by GWH pursuant to Section 1.09, provided that prior to the Syndication Date, all A-3 Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods, and (iii) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A-3 Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, A-3 Term Loans incurred hereunder may not be reborrowed.
(d) Subject to and upon the terms and conditions set forth herein, each Bank with a B-1 Term Loan Commitment severally agrees to make term loans (each a "B-1 Term Loan" and, collectively, the "B-1 Term Loans") to GWR, which B-1 Term Loans shall (i) be made and maintained in Dollars, (ii) at the option of GWR, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by GWR pursuant to Section 1.09, provided that prior to the Syndication Date, B-1 Term Loans may only be incurred and maintained as or converted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, (iii) be made on two separate dates, with an aggregate amount of B-1 Term Loans to be made on the Initial Borrowing Date equal to (x) an amount equal to (A) the sum of the Total A-1 Term Loan Commitment plus the Total B-1 Term Loan Commitment minus (B) $61,500,000, multiplied by (y) a fraction the numerator of which is the Total B-1 Term Loan Commitment on the Effective Date and the denominator of which is the sum of the Total A-1 Term Loan Commitment and the Total B-1 Term Loan Commitment on the Effective Date, and an aggregate amount equal to the remainder of B-1 Term Loans to be made on the Merger Date, provided that if 6,135,061 or more shares of Holdings Common Stock are tendered pursuant to the Tender Offer (and the Torque Credit Agreement terminates undrawn in accordance with its terms), then all B-1 Term Loans shall be made on the Initial Borrowing Date, and (iv) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B-1 Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, B-1 Term Loans incurred hereunder may not be reborrowed.
(e) Subject to and upon the terms and conditions set forth herein, each German Bank with a B-2 Term Loan Commitment severally agrees to make on the Initial Borrowing Date, a term loan or term loans (each a "B-2 Term Loan" and, collectively, the "B-2 Term Loans") to GGH, which B-2 Term Loans shall (i) be made and maintained in Euros, (ii) be made and maintained only by German Banks, (iii) at the option of GGH, be incurred and maintained as, and/or converted into, one or more Borrowings of B-2 Term Loans having such Interest Periods as are selected by GGH pursuant to Section 1.09, provided that prior to the Syndication Date all B-2 Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods and (iv) not exceed for any German Bank, in initial aggregate principal amount, that amount which equals the B-2 Term Loan Commitment of such German Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, B-2 Term Loans incurred hereunder may not be reborrowed.
(f) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche 1 Revolving Loan Commitment severally agrees to make to one or more of the Borrowers (on a several basis) at any time and from time to time on and or after the Second Restatement Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, each a "Tranche 1 Revolving Loan" and, collectively, and collectively the "Tranche 1 Revolving Loans") to the Borrowers), which Tranche 1 Revolving Loans (i) shallshall be made and maintained in such Approved Currency as is requested by the applicable Borrower, (ii) if denominated in Dollars, at the option of the Borrowersapplicable Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all only Dollar denominated Tranche 1 Revolving Loans comprising the same Borrowing shall at all times be of the same Type incurred by GWR and (B) no more than one Borrowing of Revolving Loans to GIMC may be maintained as and/or converted into Base Rate Loans, (iii) if denominated in an Alternate Currency, at the option of the applicable Borrower, shall be incurred and maintained as, and/or converted into, one or more Borrowings of Tranche 1 Revolving Loans, (iv) if Dollar denominated Eurodollar Loans may be incurred or Alternate Currency Loans, shall have such Interest Periods as are selected by the applicable Borrower pursuant to Section 1.09, provided that prior to the 30th day after the Second Restatement Effective Syndication Date (all such Tranche 1 Revolving Loans shall have Interest Periods which Borrowing of Eurodollar Loans may only have an are Pre-Syndication Interest Period of one month, and may only be made on the Second Restatement Effective Date)Periods, (iiv) may be repaid and reborrowed in accordance with the provisions hereof, (iiivi) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for any Bank at any time outstanding that aggregate principal amount Principal Amount which, when added to the product sum of (x) the aggregate Principal Amount of all other Tranche 1 Revolving Loans made by such Bank's Adjusted Percentage Bank and then outstanding and (y) the product of (A) such Bank's Tranche 1 Revolving Percentage and (B) the sum of (I1) the aggregate amount of all Tranche 1 Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings in respect of Tranche 1 Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 1 Revolving Loans) at such time and (II2) the aggregate principal amount Principal Amount of all Tranche 1 Swingline Loans (exclusive of Tranche 1 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 1 Revolving Loans) then outstanding, equals the Tranche 1 Revolving Loan Commitment of such Bank at such time, time and (ivvii) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for all Banks at any time outstanding that aggregate principal amount Principal Amount which, when added to the sum of (x) the aggregate amount Principal Amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Tranche 1 Swingline Loans (exclusive of Tranche 1 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 1 Revolving Loans) then outstanding and (y) the aggregate Principal Amount of all Tranche 2 Revolving Loans and Tranche 2 Swingline Loans then outstanding, equals the Total Revolving Loan Commitment at such time$40,000,000 (or, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Dateor prior to June 30, when added to the aggregate principal amount of Swingline Loans incurred on such date2000, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers25,000,000).
(bg) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity each German Bank with a Tranche 2 Revolving Loan Commitment severally agrees to make to one or more of the Borrowers (on a several basis) at any time and from time to time on and or after the Second Restatement Effective Initial Borrowing Date and prior to the Swingline Expiry Revolving Loan Maturity Date, a revolving loan or revolving loans (each, each a "Swingline Tranche 2 Revolving Loan" and, collectively, and collectively the "Swingline Tranche 2 Revolving Loans") to the Borrowers, which Swingline Tranche 2 Revolving Loans (i) shall be made and maintained only by German Banks, (ii) shall be made and maintained in such Approved Currency as Base Rate is requested by the applicable Borrower, (iii) shall be incurred and maintained as Eurodollar Loans, (iiiv) if denominated in an Alternate Currency, at the option of the applicable Borrower, shall be incurred and maintained, as and/or converted into, one or more Borrowings of Tranche 2 Revolving Loans, (v) shall have such Interest Periods as are selected by the applicable Borrower pursuant to Section 1.09, provided that prior to the Syndication Date all such Tranche 2 Revolving Loans shall have Interest Periods which are Pre-Syndication Interest Periods, (vi) may be repaid and reborrowed in accordance with the provisions hereof, (iiivii) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for any Bank that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all other Tranche 2 Revolving Loans made by such Bank and then outstanding and (y) the product of (A) such Bank's Tranche 2 Revolving Percentage and (B) the sum of (1) the aggregate amount of all Tranche 2 Letter of Credit Outstandings (exclusive of Unpaid Drawings in respect of Tranche 2 Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, Tranche 2 Revolving Loans) at such time and (2) the aggregate principal amount Principal Amount of all Tranche 2 Swingline Loans (exclusive of Tranche 2 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 2 Revolving Loans) then outstanding, equals the Tranche 2 Revolving Loan Commitment of such Bank at such time and (viii) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for all Banks that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all Tranche 2 Swingline Loans (exclusive of Tranche 2 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 2 Revolving Loans) then outstanding and (y) the aggregate Principal Amount of all Tranche 1 Revolving Loans and Tranche 1 Swingline Loans then outstanding, equals $40,000,000 (or, on or prior to June 30, 2000, $25,000,000).
(A) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any time outstandingand from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans to GWR and/or GIMC (on a several basis) (each, a "Tranche 1 Swingline Loan" and, collectively, the "Tranche 1 Swingline Loans"), which Tranche 1 Swingline Loans (v) shall be made and maintained in Dollars and as Base Rate Loans, (w) may be repaid and reborrowed in accordance with the provisions hereof, (x) shall not exceed (immediately after giving effect to any incurrence thereof and the use of the proceeds of such incurrence) in aggregate Principal Amount that amount which, when combined with the aggregate principal amount Principal Amount of all Tranche 1 Revolving Loans made by Non- Defaulting Banks then outstanding and the Tranche 1 Letter of Credit Outstandings at such time, an amount equal to equals the Adjusted Total Tranche 1 Revolving Loan Commitment at such time then in effect (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment changes thereto on such date), (ivy) shall not exceed at (immediately after giving effect to any time incurrence thereof and the use of the proceeds of such incurrence) in aggregate Principal Amount that amount which, when combined with the aggregate Principal Amount of all Tranche 1 Revolving Loans then outstanding and the Maximum aggregate Principal Amount of all Tranche 2 Revolving Loans and Tranche 2 Swingline AmountLoans then outstanding, equals $40,000,000 (vor, on or prior to June 30, 2000, $25,000,000) and (z) shall not exceed in aggregate principal amount on the Second Restatement Effective DatePrincipal Amount at any time outstanding that Principal Amount which, when added to combined with the aggregate principal amount Principal Amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding all Tranche 2 Swingline Loans then outstanding, equals the Maximum Swingline Amount. The Swingline Bank shall not be funded with obligated to make any Tranche 1 Swingline Loans at a Borrowing of Revolving Loans (provided that time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and such notice shall be deemed Borrower to have been automatically given upon eliminate the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Swingline Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code risk with respect to any Defaulting Bank's or Banks' Tranche 1 Revolving Percentage of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.Tranche 1
Appears in 1 contract
Sources: Credit Agreement (Gleason Corp /De/)
The Commitments. (ai) Subject to and upon the terms and conditions set forth herein, each Bank Revolving Lender severally agreesagrees to make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, each a "“Revolving Loan" ” and, collectively, the "“Revolving Loans"”) to the BorrowersBorrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed for any Bank Revolving Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Revolving Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Revolving Lender at such time, and (ivv) shall not exceed for all Banks in aggregate principal amount at any time outstanding that aggregate principal amount whichoutstanding, when added to (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time.
(ii) Subject to and upon the terms and conditions set forth herein, each Term Lender severally agrees to make, on the Effective Date, a single term loan (veach an “Initial Term Loan” and, collectively, the “Initial Term Loans”) shall not exceed to the Borrower in an aggregate principal amount on the Second Restatement Effective Datenot to exceed such Term’s Lender respective Term Loan Commitment, when added to the aggregate principal amount of Swingline which Term Loans incurred on such date, an amount equal to $400,000,000 and (vii) shall be denominated in Dollars and (ii) shall, at the joint and several obligations of each option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; provided that all Term Loans comprising the same Term Borrowing shall at all times be of the same Type (it being understood that multiple simultaneous Term Borrowings may be made on the same date). Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo the Swingline Lender may, in its individual capacity agrees to make sole discretion, make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "“Swingline Loan" ” and, collectively, the "“Swingline Loans"”) to the BorrowersBorrower, which Swingline Loans (i) shall be made incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, and (v) shall not exceed in aggregate principal amount on at any time outstanding the Second Restatement Effective Date, when added Maximum Swingline Amount. Notwithstanding anything to the aggregate principal amount contrary contained in this Section 1.01(b), (i) the Swingline Lender shall not make any Swingline Loans at a time when a Lender Default exists with respect to any Revolving Lender unless (x) the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s obligation to purchase participations in outstanding Swingline Loans pursuant to Section 1.01(c), including by cash collateralizing such Defaulting Lender’s RL Percentage of Revolving the outstanding Swingline Loans incurred on and/or (y) the reallocation contemplated by Section 4.02(A)(e)(i) shall have been effected to the extent necessary to eliminate such date, an amount equal to $400,000,000risk, and (viii) the Swingline Lender shall be not make any Swingline Loan after it has received written notice from the joint Borrower or the Required Revolving Lenders stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Lender shall have received written notice (A) of each rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the Borrowerswaiver of such Default or Event of Default by the Required Revolving Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Revolving Lenders that its the Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "“Mandatory Borrowing"”) shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) Lenders pro rata based on each Bank's Adjusted such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's ’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing Borrowing, and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Revolving Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth hereinherein (including, on and after the initial Additional Commitment Date, Section 1.14), each Bank Lender severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrowers, which Revolving Loans (i) shall be the joint and several obligations of each of the Borrowers, (ii) shall be denominated in Dollars, (iii) shall, at the option of the BorrowersBorrowers be incurred and maintained as, be and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Administrative Agent has otherwise determined in its sole discretion that the Syndication Date has occurred (at which time this clause (B) shall no more than one Borrowing of Revolving Loans to longer be maintained as Eurodollar Loans may be incurred applicable), prior to the 30th 90th day after following the Second Restatement Effective Date (which Borrowing of Eurodollar Date, Revolving Loans may only have be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period of one month, month which begins and may only be made ends on the Second Restatement Effective Date)same day, (iiiv) may be repaid and reborrowed in accordance with the provisions hereof, (iiiv) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such BankLender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time, time and (ivvi) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity the Swingline Lender agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, Amount and (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers. Notwithstanding anything to the contrary contained in this Section 1.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of the outstanding Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrowers or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment the Lenders (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each BankLender's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, agrees to make a revolving term loan or revolving loans (each, a "Revolving “Term Loan" ” and, collectively, the "Revolving “Term Loans"”) to the BorrowersBorrower, which Revolving Term Loans (i) shall be incurred pursuant to a single drawing on the Borrowing Date in an aggregate principal amount of not less than $100,000,000, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b)2.10(b) and subject to Section 2.06, all Revolving Term Loans comprising the same Borrowing shall at all times be of the same Type Type, and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than one Borrowing two Borrowings of Revolving Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th 60th day after the Second Restatement Effective Borrowing Date (or, if later, the last day of the Interest Period applicable to the second Borrowing of Eurodollar Loans referred to below), each of which Borrowing Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the seventh Business Day, after the Borrowing Date and the second of which Borrowings may only be made on the Second Restatement Effective Date), last day of the Interest Period of the first such Borrowing and (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed for any Bank at any time outstanding be made by each such Lender in that aggregate principal amount which, when added to which does not exceed the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount Lender on the Second Restatement Effective Borrowing Date. Once repaid, when added to the aggregate principal amount of Swingline Term Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing hereunder may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafterreborrowed.
Appears in 1 contract
Sources: Credit Agreement (United Online Inc)
The Commitments. (a) Subject On the Restatement Effective Date, (x) the Loans of each Lender shall consist of the Loans of each Lender in the principal amount of such Lender’s pro rata percentage of $550,000,000 and (y) (i) each Lender whose outstanding Loans are less than its Commitment will make such Loans in an amount equal to such difference and (ii) each Lender whose outstanding Loans are greater than its Commitment will be prepaid in an amount equal to such difference.
(b) From and after the Restatement Effective Date, subject to and upon the terms and conditions set forth herein, each Bank Lender with a Commitment severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Datetime, to make a revolving loan or revolving loans (each, a "Revolving “Loan" ” and, collectively, the "Revolving “Loans"”) to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the Borrowers, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided shall bear interest in accordance with Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)2.07, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed for any Bank such Lender at any time outstanding that aggregate principal amount outstanding which, when added to the product of (x) such Bank's Adjusted Lender’s Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Commitment of such Lender at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (ivv) shall not exceed for all Banks Lenders at any time that outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstandingtime, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan one or revolving more loans (each, a "Revolving Loan" and", and collectively, the "Revolving Loans") to one or more of the BorrowersBorrowers (on a several basis), which Revolving Loans (i) shallshall be made and maintained in the Approved Currency or Approved Currencies permitted for the applicable Borrower, (ii) if denominated in Dollars, at the option of the BorrowersUS Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (Aiii) except as otherwise specifically provided if denominated in Section 1.10(b)a Foreign Currency, all Revolving Loans comprising at the same Borrowing shall at all times be option of the same Type applicable Foreign Borrower, shall be incurred and (B) no maintained as, and/or converted into, one or more than one Borrowing Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)such Foreign Currency, (iiiv) if Euro Rate Loans, shall have such Interest Periods as are selected by the applicable Borrower pursuant to Section 1.09, (v) may be repaid and reborrowed in accordance with the provisions hereof, (iiivi) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount Principal Amount which, when added to the product sum of (x) the aggregate Principal Amount of all other Revolving Loans made by such Bank's Adjusted Percentage Lender and then outstanding and (y) the product of (A) such Lender's Percentage and (B) the sum of (I1) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II2) the aggregate principal amount Principal Amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time, and (ivvii) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount Principal Amount which, when added to the sum of (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount Principal Amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Lender agrees to make make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersUS Borrower, which Swingline Loans (i) shall be made and maintained in Dollars and as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount Principal Amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount Principal Amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, and (iv) shall not exceed in aggregate Principal Amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vx) the Swingline Lender shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Second Restatement Effective Date, when added Swingline Lender has entered into arrangements satisfactory to it and the US Borrower to eliminate the Swingline Lender's risk with respect to the aggregate principal amount Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viy) the Swingline Lender shall be not make any Swingline Loan after it has received written notice from any Borrower or the joint Required Lenders stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Lender shall have received written notice (I) of each rescission of all such notices from the party or parties originally delivering such notice or (II) of the Borrowerswaiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders that its the Swingline Lender's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans denominated in Dollars and constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) Lenders pro rata based on each BankLender's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersUS Borrower), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers US Borrower on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of the participation so purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Sitel Corp)
The Commitments. (a) Subject to and upon the terms and conditions --------------- set forth herein, each Bank Lender severally agreesagrees to make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), -------- 1.10
(b) all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, and (iiiiv) shall not exceed for any Bank such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such BankLender's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Nm Licensing LLC)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees to make a loan or loans (each a "Revolving $ Loan" and, collectively, the "Revolving $ Loans") to the Company in an aggregate amount up to but not exceeding such Bank's Revolving Loan Commitment, which Revolving $ Loans:
(i) shall be made at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans ;
(each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrowers, which Revolving Loans (iii) shall, at the option of the BorrowersCompany, be $ Base Rate Loans or $ Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving $ Loans comprising the same Borrowing shall at all times be of the same Type and Type;
(B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, ;
(iiiiv) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the Revolving Loan Commitment of such Bank at such time less the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence borrowing of, the respective incurrence of Revolving Loans) at such time and time, (II) the aggregate principal amount of all Swingline Loans then outstanding and (exclusive of Swingline Loans which are repaid with III) the proceeds of, and simultaneously with the incurrence of, the respective incurrence Dollar Equivalent Amount of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Loans at such time, ; and C/M 11752.0000 414856.1
(ivv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the Total Revolving Loan Commitment at such time less the sum of (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence borrowing of, the respective incurrence of Revolving Loans) at such time and time, (y) the aggregate principal amount of all Swingline Loans then outstanding and (exclusive of Swingline Loans which are repaid with z) the proceeds of, and simultaneously with the incurrence of, the respective incurrence Dollar Equivalent Amount of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment Loans at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo forth Chase in its individual capacity agrees to make agrees, at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Swingline Expiry Date, to make a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, Company in an aggregate principal amount up to but not exceeding the Swingline Commitment which Swingline Loans (i) shall be made and maintained as $ Base Rate Loans, (ii) may be repaid and reborrowed in accordance with shall not exceed at any time outstanding the provisions hereofSwingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with outstanding the Total Revolving $ Loan Commitment then in effect less (x) the Dollar Equivalent Amount of the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the (y) all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid at such time with the proceeds of, and simultaneously with the occurrence of, the borrowing of Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Expiry Date, all Swingline Loans shall be repaid in full. Chase shall not exceed at make any Swingline Loan after receiving a written notice from the Company or any Bank stating that a Default or an Event of Default exists and is continuing until such time outstanding as Chase shall have received written notice of (i) rescission of all such notices from the Maximum party or parties originally delivering such notice (which notice of rescission such Person or Persons shall deliver to Chase promptly upon the discontinuance of such Default or Event of Default) or (ii) the waiver of such Default or Event of Default in accordance with this Agreement. Also, Chase shall have no obligation to make any Swingline AmountLoan in the event a Bank Default exists unless Chase has entered into arrangements satisfactory to it and the Company to eliminate Chase's risk with respect to any such Defaulting Bank's or Banks' obligations to fund Mandatory Borrowings, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on including by collateralizing such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each Defaulting Bank's or Banks' Adjusted Percentages of the Borrowers.
(c) Swingline Loans outstanding from time to time. On any Business Day, BTCo Chase may, in its sole discretion, give notice to the Banks that its all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving $ Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 1011.05), in which case a Borrowing of Revolving $ Loans constituting $ Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.C/M 11752.0000 414856.1
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the pro- ceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Bank agrees to make make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vx) the Swingline Bank shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Second Restatement Effective Date, when added Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the aggregate principal amount Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viy) the Swingline Bank shall be not make any Swingline Loan after it has received written notice from the joint Borrower or the Required Banks stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Bank shall have received written notice (I) of each rescission of all such notices from the party or parties originally delivering such notice or (II) of the Borrowerswaiver of such Default or Event of Default by the Required Banks.
(c) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Banks that its the Swingline Bank's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith forth- with purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such the Banks to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the respective Borrowers, which Revolving Loans (i) shall, at the option of the Borrowersrespective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) PROVIDED that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such BankLender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time, time and (iv) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the lesser of (x) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (y) the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Lender agrees to make make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the respective Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment lesser of (A) the Borrowing Base at such time (after giving effect to any reductions to based on the Adjusted Borrowing Base Certificate last delivered) and (B) the Total Revolving Loan Commitment on at such date)time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vx) the Swingline Lender shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Second Restatement Effective Date, when added Swingline Lender has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Lender's risk with respect to the aggregate principal amount Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viy) the Swingline Lender shall be not make any Swingline Loan after it has received written notice from any Borrower or the joint Required Lenders stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Lender shall have received written notice (I) of each rescission of all such notices from the party or parties originally delivering such notice or (II) of the Borrowerswaiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders that its the Swingline Lender's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata Lenders PRO RATA based on each BankLender's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment Borrowing Base or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers respective Borrower on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Neff Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Original Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (yiv) the shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the aggregate amount of all Swingline Loans Letter of Credit Outstandings (exclusive of Swingline Loans Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstandingat such time, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agreesagrees to make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, each a "“Revolving Loan" ” and, collectively, the "“Revolving Loans"”) to the BorrowersBorrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time, and (ivv) shall not exceed for all Banks in aggregate principal amount at any time outstanding that aggregate principal amount whichoutstanding, when added to (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo the Swingline Lender may, in its individual capacity agrees to make sole discretion, make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "“Swingline Loan" ” and, collectively, the "“Swingline Loans"”) to the BorrowersBorrower, which Swingline Loans (i) shall be made incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, and (v) shall not exceed in aggregate principal amount on at any time outstanding the Second Restatement Effective Date, when added Maximum Swingline Amount. Notwithstanding anything to the aggregate principal amount contrary contained in this Section 1.01(b), (i) the Swingline Lender shall not make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s obligation to purchase participations in outstanding Swingline Loans pursuant to Section 1.01(c), including by cash collateralizing such Defaulting Lender’s RL Percentage of Revolving Loans incurred on such date, an amount equal to $400,000,000the outstanding Swingline Loans, and (viii) the Swingline Lender shall be not make any Swingline Loan after it has received written notice from the joint Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Lender shall have received written notice (A) of each rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the Borrowerswaiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders that its the Swingline Lender’s outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "“Mandatory Borrowing"”) shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) Lenders pro rata based on each Bank's Adjusted such Lender’s RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's ’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing Borrowing, and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Facility (Magellan Health Services Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agreesagrees to make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such BankLender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time, time and (ivv) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Lender agrees to make at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time time, and (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (ivv) shall not exceed in the aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vi) the Swingline Lender shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Second Restatement Effective Date, when added Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the aggregate principal amount Defaulting Lender's or Defaulting Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Defaulting Lenders' Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viii) the Swingline Lender shall be not make any Swingline Loan after it has received written notice from the joint Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Lender shall have received written notice (A) of each rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the Borrowerswaiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders that its the Swingline Lender's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) Lenders pro rata based on each Banksuch Lender's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing Borrowing, and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth hereinin this Agreement, each Bank Lender severally (and not jointly) agrees, at any time and from time to time on and after during the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrowers, which Revolving Loans Availability Period (i) shallto make, at Convert and Continue Dollar Loans to the option of Company as the BorrowersCompany may request, be Base Rate and (ii) to make and Continue Foreign Currency Loans or Eurodollar Loansto any Foreign Borrower as such Foreign Borrower may request; provided, provided however, that in each case: (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount whichLender, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I1) the aggregate amount LC Exposure of all Letter of Credit Out- standings such Lender, (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II2) the aggregate principal amount of all Swingline Dollar Loans (exclusive of Swingline Loans which are repaid with the proceeds ofmade by such Lender, and simultaneously with (3) the incurrence ofEquivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by such Lender, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan shall not exceed such Lender's Commitment of such Bank at such any time, (ivB) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the sum of (x1) the aggregate amount LC Exposure of all Letter of Credit Outstandings Lenders, (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y2) the aggregate principal amount of all Swingline Dollar Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such timemade by all Lenders, (v3) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount Equivalent Amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Foreign Currency Loans made by Non- Defaulting Banks then outstanding all Lenders, and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv4) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving all Competitive Loans incurred on such datemade by all Lenders, an amount equal to $400,000,000shall not exceed the combined Commitments at any time, and (viC) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders shall not exceed the Foreign Currency Limit at any time. Subject to the foregoing and other terms and conditions hereof, Committed Loans may be Borrowed, prepaid and reborrowed as set forth herein without premium or penalty. The Borrower may Convert a Dollar LIBOR Loan to a Base Rate Loan or a Base Rate Loan to a Dollar LIBOR Loan upon request, subject to the terms and conditions of this Agreement. The Borrower may not Convert a Dollar Loan to a Foreign Currency Loan, a Foreign Currency Loan to a Dollar Loan or a Loan in one Foreign Currency to a Loan in any other Foreign Currency. Each Competitive Loan shall be made in accordance with Section 2.03. The available Commitments also may be utilized by the joint Company to obtain Letters of Credit in accordance with Section 2.11.
(b) Committed Loans made by each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the Ordinary Course of Business. Upon the request of any Lender made through the Administrative Agent, such Lender's Committed Loans may be evidenced by one or more Committed Loan Notes, instead of or in addition to loan accounts. (Each such Lender may endorse on the schedules annexed to its Committed Loan Note the date, amount and several obligations maturity of each its Committed Loans and payments with respect thereto.) Such loan accounts, records or Notes shall be conclusive absent manifest error of the Borrowersamount of such Committed Loans and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Credit Party to pay any amount owing with respect to the Committed Loans.
(c) On any Business DayUnless the Administrative Agent and the Requisite Lenders otherwise consent, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans with no more than 15 different Interest Periods shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of outstanding at any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided thatthat for the purposes of this sentence only, in no event "Loans" shall such Bank be required to make Revolving mean all Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (includingoutstanding under this Agreement, without limitation, as a result of the commencement of a proceeding plus all loans outstanding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter364-Day Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Science Applications International Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees to make, on the Initial Borrowing Date, a term loan or term loans (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Term Loans pursuant to Section 1.06) and (ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on any such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving effect to any reductions thereto prior to such date pursuant to Section 3.03(b)(i) or on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(bc) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), ) and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(cd) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto termination thereof pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Universal Compression Holdings Inc)
The Commitments. (aA) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees, agrees at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersCompany, which Revolving Loans Loans:
(iI) shall, at the option of the BorrowersCompany, be Base Rate Loans or Eurodollar Loans, provided PROVIDED that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and Type;
(B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (iiII) may be repaid and reborrowed in accordance with the provisions hereof, ; and
(iiiIII) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (IA) the aggregate amount of all other outstanding Revolving Loans made by such Bank and (B) the product of (i) such Bank's RL Percentage, if any, and (ii) the Swingline Loans then outstanding and the Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans or Swingline Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstandingtime, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(bB) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity the Swingline Bank agrees to make at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers), which Swingline Loans Loans:
(i) shall be made and maintained as Base Rate Loans, ;
(ii) shall be denominated in U.S. Dollars;
(iii) may be repaid and reborrowed in accordance with the provisions hereof, ;
(iiiiv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal prin- cipal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans or Swingline Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, then in effect; and
(v) shall not exceed in aggregate principal amount on at any time outstanding the Second Restatement Effective Date, Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when added a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the aggregate principal amount of Revolving Loans incurred on Defaulting Bank's or Banks' participation in such dateSwingline Loans, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the Borrowersoutstanding Swingline Loans. The Swingline Bank will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as the Swingline Bank shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks (or all the Banks to the extent required by Section 13.12).
(cC) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Banks ▇▇ ▇▇▇▇▇ that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided PROVIDED, that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata PRO RATA based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) RL Percentage, and the proceeds thereof shall be applied directly to BTCo to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding that (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section Sections 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then existshas occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) the amount of any reduction in the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at after any such time; provided that, in no event shall such Bank be required to make Revolving Swingline Loans in excess of such Bank's Revolving Loan Commitmentwere made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with in respect to any of the BorrowersBorrower), then each such Bank (other than the Swingline Bank) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on Swingline Bank (without recourse or after warranty) such date and prior to such purchase) from BTCo such participations in assignment of the outstanding Swingline Loans as shall be necessary to cause such the Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10)RL Percentages, provided PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective participation assignment is required to be purchased and, to the extent attributable to the purchased participationassignment, shall be payable to the participant Bank purchasing same from and after such date of purchase and (y) at the time any purchase of participations purchased assignment pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo the Swingline Bank interest on the principal amount of participation assignment purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participationassignment, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees to make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving LoanREVOLVING LOAN" and, collectively, the "Revolving LoansREVOLVING LOANS") to the one or more Borrowers, which Revolving Loans Loans:
(i) shall, at the option of the Borrowersrequesting Borrower, be either Base Rate Loans or Eurodollar Eurocurrency Loans, provided PROVIDED that (A) except all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided in Section 1.10(b)herein, all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and Type;
(Bii) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to in Dollars or Eurocurrencies, at the 30th day after option of the Second Restatement Effective Date requesting Borrower;
(which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, ;
(iiiiv) shall not exceed for of any Bank at any time outstanding that shall not have an aggregate principal amount Original Dollar Amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount Original Dollar Amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the respective incurrence of Revolving LoansLoans then being incurred) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, outstanding and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (xII) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving LoansLoans then being incurred) at such time and exceeds the Revolving Loan Commitment of such Bank (yafter giving effect to any simultaneous reinstatement in the Revolving Loan Commitment of such Bank on such date pursuant to Section 1.01(d)(i)) at such time); and
(v) for all Banks at any time outstanding shall not have an aggregate Original Dollar Amount which, when added to the sum of (I) the aggregate principal amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time, (II) the Original Dollar Amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding and (III) the aggregate principal amount of all Bid Loans (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of of, the Revolving LoansLoans then being incurred) then outstanding, equals exceeds the Total Revolving Loan Commitment (after giving effect to any simultaneous increase in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo Bank of America in its individual capacity and the CAD Swingline Lender in its individual capacity each agrees (severally, not jointly) to make make, at any time and from time to time on and or after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan Swingline Loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) if made by Bank of America, shall be made to the Company and maintained in Dollars as Base Rate LoansLoans or at a fixed rate (for a period not to exceed 30 days) as quoted by Bank of America and acceptable to the Company (each a "USD OFFERED RATE LOAN") and, if made by the CAD Swingline Lender, shall be made to Sealed Air (Canada) and (subject to Section 1.01(c)) maintained in Canadian Dollars as Base Rate Loans or at a fixed rate (for a period not to exceed 30 days) as quoted by the CAD Swingline Lender and acceptable to the Company (each a "CAD OFFERED RATE LOAN"), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time an Original Dollar Amount which, when added to the sum of (I) the Original Dollar Amount of all Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Swingline Loans then being incurred) then outstanding, when combined with (II) the aggregate principal amount of all Revolving Bid Loans made by Non- Defaulting Banks outstanding at such time (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Swingline Loans then being incurred), (III) the Original Dollar Amount of all Swingline Loans then outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Swingline Loans then being incurred) and (IV) the aggregate amount of all Letter of Credit Outstandings at such timetime (exclusive of Unpaid Drawings which are repaid with the proceeds of, an amount equal to and simultaneously with the Adjusted incurrence of, the Swingline Loan then being incurred), equals the Total Revolving Loan Commitment at such time (after giving effect to any reductions to simultaneous reinstatement in the Adjusted Total Revolving Loan Commitment on such datedate pursuant to Section 1.01(d)(i), ) at such time and (iv) in the case of Bank of America, shall not exceed at any time outstanding the Maximum Swingline AmountAmount and, (v) in the case of the CAD Swingline Lender, shall not exceed an Original Dollar Amount of $50,000,000. No Swingline Lender will make a Swingline Loan after it has received written notice from the Required Banks stating that a Default exists and specifically requesting that it not make any Swingline Loans, PROVIDED that the Swingline Lenders may continue making Swingline Loans at such time thereafter as the Default in aggregate principal amount on question has been cured or waived in accordance with the Second Restatement Effective Daterequirements of this Agreement or the Required Banks have withdrawn the written notice described above in this sentence. In addition, no Swingline Lender shall be obligated to make any Swingline Loan at a time when added a Bank Default exists unless such Swingline Lender shall have entered into arrangements satisfactory to it and the Company to eliminate such Swingline Lender's risk with respect to the aggregate principal amount Bank which is the subject of Revolving Loans incurred on such dateBank Default, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each including by cash collateralizing such Bank's Percentage of the Borrowersoutstanding Swingline Loans.
(c) On any Business Day, BTCo either Swingline Lender may, in its sole discretion, give written notice to the Banks that its outstanding Swingline Loans (the outstanding principal amount of which (after conversion to Dollars, in the case of the CAD Swingline Lender, as contemplated below) shall be specified in such notice) shall be funded with a Borrowing of Revolving Loans (provided PROVIDED that in the case of Swingline Loans made by Bank of America such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 109), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory BorrowingMANDATORY BORROWING") shall be made, in the case of Swingline Loans made by Bank of America, on the immediately succeeding Business Day and, in the case of Swingline Loans made by the CAD Swingline Lender, on the second succeeding Business Day, in each case by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 109) PRO RATA based on each such Bank's Percentage (subject to the availability of Revolving Loans as provided in Section 1.01(a)(iv)), and the proceeds thereof shall be applied directly to BTCo the applicable Swingline Lender to repay BTCo such Swingline Lender for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees The CAD Swingline Lender shall, immediately prior to make Revolving Loans upon one Business Day's giving a notice pursuant to each of a Mandatory Borrowing as provided in the amount and in the manner specified in the immediately preceding sentence and on sentence, convert its outstanding Swingline Loans from Canadian Dollars to Dollars effective as of the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with using the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.U.S.
Appears in 1 contract
Sources: Global Revolving Credit Agreement (Sealed Air Corp/De)
The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, provided that that, (A) except as otherwise specifically provided in Section 1.10(b), -------- all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th earlier of (1) the 90th day after the Second Restatement Effective Date or, if an Interest Period relating to any then outstanding Revolving Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and (2) the date (the "Syndication Date") upon which Borrowing the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that the primary syndication (and resultant addition of institutions as Banks pursuant to Section 13.04(b)) has been completed (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the Second Restatement Effective Datesame day as the first day of the first Interest Period of the Revolving Loans that are maintained as Eurodollar Loans, and the second and third of which Borrowings may only be made on the last day of the immediately preceding Interest Period), (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (xA) such Bank's Adjusted Percentage and (yB) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incur rence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Bank agrees to make make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into an arrangement satisfactory to it and the Borrower, to eliminate the Swingline Bank's risk with respect to the Bank which is the subject of such Bank Default, including by cash collateralizing the Bank's Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is con- tinuing until such time as the Swingline Bank shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice, (vii) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowerswaiver of such Default or Event of Default by the Required Banks or (iii) that the Agents in good faith believe that such Default or Event of Default has ceased to exist.
(c) On any Business Day, BTCo the Swingline Bank may, in its sole discretiondis cretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice -------- shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each such Bank's Adjusted Percentage --- ---- (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement commence ment of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Manda tory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments Total Commitment pursuant to the last paragraph of Section 10), provided that (x) all -------- interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and date, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafterthereafter and (z) whenever the Swingline Bank receives a payment in respect of a Swingline Loan in which such a participation has been purchased, the Swingline Bank shall pay to the Banks which acquired such participation on amount equal to such Banks' share in such Swingline Loan.
(d) Notwithstanding the foregoing, no Loan may be incurred, or Letter of Credit issued, if after giving effect to the incurrence of such Loans or the issuance of such Letter of Credit, the sum of the outstanding aggregate principal amount of the Loans and the aggregate amount of the Letter of Credit Outstandings would exceed $200,000,000, unless the Specific Borrowing Conditions are satisfied on the date thereof.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "“Revolving Loan" ” and, collectively, the "“Revolving Loans"”) to the Borrowers, which Revolving Loans (i) shall be the joint and several obligations of each of the Borrowers, (ii) shall be denominated in Dollars, (iii) shall, at the option of the BorrowersBorrowers be incurred and maintained as, be and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) unless the Administrative Agent has otherwise determined in its sole discretion that the Syndication Date has occurred (at which time this clause (B) shall no more than one Borrowing of Revolving Loans to longer be maintained as Eurodollar Loans may be incurred applicable), prior to the 30th 90th day after following the Second Restatement Effective Date (which Borrowing of Eurodollar Date, Revolving Loans may only have be incurred and maintained as, and/or converted into, Eurodollar Loans so long as all such outstanding Eurodollar Loans are subject to an Interest Period (which, unless the Administrative Agent otherwise agrees in its sole discretion, may not begin prior to the 5th Business Day following the Effective Date) of one month, month which begins and may only be made ends on the Second Restatement Effective Date)same day, (iiiv) may be repaid and reborrowed in accordance with the provisions hereof, (iiiv) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Lender’s Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time, time and (ivvi) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity the Swingline Lender agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "“Swingline Loan" ” and, collectively, the "“Swingline Loans"”) to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, Amount and (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers. Notwithstanding anything to the contrary contained in this Section 1.01(b), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrowers to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Lenders’ Percentage of the outstanding Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrowers or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "“Mandatory Borrowing"”) shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment the Lenders (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata prorata based on each Bank's Adjusted Lender’s Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's ’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Furniture Brands International Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees, (A) on the Second Restatement Effective Date, to convert an amount equal to such Bank's Percentage of all Original Loans outstanding on such date into Loans (defined below) and (B) at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans Loans:
(i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), Type;
(ii) may be repaid and reborrowed in accordance with the provisions hereof, ;
(iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, ;
(iv) shall not exceed for all the Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, amount by which the Acquisition Basket Amount is reduced pursuant to clause (ii) of the definition thereof; and
(v) shall not exceed in for the Banks at any time outstanding that aggregate principal amount on the Second Restatement Effective Datewhich, when added to the aggregate principal amount of Swingline all Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the plus all Letter of Credit Outstandings Outstandings, equals the Total Commitment less the Acquisition Basket Amount at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Interlake Corp)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided PROVIDED that (A) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such BankLender's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time, time and (iv) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (xI) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (yII) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Lender agrees to make make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vx) the Swingline Lender shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Second Restatement Effective Date, when added Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the aggregate principal amount Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viy) the Swingline Lender shall be not make any Swingline Loan after it has received written notice from the joint Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Lender shall have received written notice (I) of each rescission of all such notices from the party or parties originally delivering such notice or (II) of the Borrowerswaiver of such Default or Event of Default by the requisite Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders that its the Swingline Lender's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata Lenders PRO RATA based on each BankLender's Adjusted RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafterRate.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set --------------- forth herein, each Bank with a Term Loan Commitment severally agrees to make, on the Effective Date, a term loan or term loans (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise -------- specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall not exceed for any such Bank, in aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on the Effective Date (before giving effect to the termination thereof on such date pursuant to Section 2.03(b)). Once repaid, Term Loans incurred hereunder may not be reborrowed.
(b) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) that, except as -------- otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, and (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Commitment severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Expiry Date, to make a revolving loan or revolving loans loans, (each, each a "Revolving Loan" and, and collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be either Base Rate Loans or Eurodollar Loans, ; provided that (A) except as otherwise specifically provided in Section 1.10(b1.11(b), all Revolving Loans comprising made by all the Banks pursuant to the same Borrowing shall at all times be consist of Revolving Loans of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, hereof and (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and time, (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding and (z) the aggregate principal amount of all Competitive Bid Loans then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo Chase, in its individual capacity capacity, agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower, (each, each a "Swingline Loan," and, collectively, and collectively the "Swingline Loans") to the Borrowers), which Swingline Loans (iv) shall be made and maintained as (A) Base Rate Loans or (B) Alternate Swingline Rate Loans (provided that on the date of any Mandatory Borrowing described below, all Swingline Loans giving rise to such Mandatory Borrowing shall automatically become Base Rate Loans), (iiw) may be repaid and reborrowed in accordance with the provisions hereof, (iiix) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans and all Competitive Bid Loans made by Non- Non-Defaulting Banks then outstanding and the all Letter of Credit Outstandings at such timeOutstandings, an amount equal to the Adjusted Total Revolving Loan Commitment at such time then in effect (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), ) and (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (vy) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the BorrowersMaximum Swingline Amount.
(c) On any Business Day, BTCo Chase may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 1011.05), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) 11), and the proceeds thereof shall be applied directly to BTCo Chase to repay BTCo Chase for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo Chase notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or any reduction in the Adjusted Total Revolving Loan Commitment at or Total Commitment after any such time; provided that, in no event shall such Bank be required to make Revolving Swingline Loans in excess of such Bank's Revolving Loan Commitmentwere made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after Chase such date and prior to such purchase) from BTCo such participations assignments in the outstanding Swingline Loans as shall be necessary to cause such the Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 1011), ; provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo Chase until the date as of which the respective participation assignment is required to be purchased and, to the extent attributable to the purchased participationassignment, shall be payable to the participant assignee from and after such date of purchase. Notwithstanding anything to the contrary in this Section 1.01, Chase will not make a Swingline Loan after it has received written notice from any Bank that a Default exists.
(d) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees that the Borrower may incur a Competitive Bid Loan or Competitive Bid Loans pursuant to a Competitive Bid Borrowing from time to time on and after the Effective Date and prior to the Expiry Date; provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding principal amount of Competitive Bid Loans shall not exceed at any time outstanding, (x) the Maximum Competitive Bid Loan Amount and (y) at when combined with the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the aggregate outstanding principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to all Revolving Loans maintained as Base Rate and Swingline Loans hereunder for each day thereafter.then outstanding, plus the Letter of Credit Outstandings at such time, the Total Commitment at
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank Lender severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall be denominated in Dollars, (ii) shall, at the option of the BorrowersBorrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), -------- 1.10
(b) all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date)Type, (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, (iiiiv) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such BankLender's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time, time and (ivv) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Waters Corp /De/)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees, at any time and from time agrees to time make on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make Date a revolving loan or revolving loans (each, each a "Revolving Loan" and, and collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans Loans:
(i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, provided that (A) that, except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), Type;
(ii) may be repaid and reborrowed in accordance with the provisions hereof, ;
(iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, ; and
(iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo the Swingline Bank in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans Loans:
(i) shall be made and maintained as Base Rate Loans, ;
(ii) may be repaid and reborrowed in accordance with the provisions hereof, ;
(iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), ; and
(iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Banks with Revolving Loan Commitments that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all such Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each such Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), ; provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
Sources: Credit Agreement (Autotote Corp)
The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank severally agreesagrees to make a loan or loans (each a "Revolving $ Loan" and, collectively, the "Revolving $ Loans") to the Company in an aggregate amount up to but not exceeding such Bank's Revolving Loan Commitment, which Revolving $ Loans:
(i) shall be made at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans ;
(each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrowers, which Revolving Loans (iii) shall, at the option of the BorrowersCompany, be $ Base Rate Loans or $ Eurodollar Loans, provided that (A) that, except as otherwise specifically -------- provided in Section 1.10(b), all Revolving $ Loans comprising the same Borrowing shall at all times be of the same Type and Type;
(B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (iiiii) may be repaid and reborrowed in accordance with the provisions hereof, ;
(iiiiv) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the Revolving Loan Commitment of such Bank at such time less the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence borrowing of, the respective incurrence of Revolving Loans) at such time and time, (II) the aggregate principal amount of all Swingline Loans then outstanding and (exclusive of Swingline Loans which are repaid with III) the proceeds of, and simultaneously with the incurrence of, the respective incurrence Dollar Equivalent Amount of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank Loans at such time, ; and
(ivv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the Total Revolving Loan Commitment at such time less the sum of (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence borrowing of, the respective incurrence of Revolving Loans) at such time and time, (y) the aggregate principal amount of all Swingline Loans then outstanding and (exclusive of Swingline Loans which are repaid with z) the proceeds of, and simultaneously with the incurrence of, the respective incurrence Dollar Equivalent Amount of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment Loans at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo forth Chase in its individual capacity agrees to make agrees, at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Swingline Expiry Date, to make a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, Company in an aggregate principal amount up to but not exceeding the Swingline Commitment which Swingline Loans (i) shall be made and maintained as $ Base Rate Loans, (ii) may be repaid and reborrowed in accordance with shall not exceed at any time outstanding the provisions hereofSwingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with outstanding the Total Revolving $ Loan Commitment then in effect less (x) the Dollar Equivalent Amount of the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the (y) all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid at such time with the proceeds of, and simultaneously with the occurrence of, the borrowing of Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Expiry Date, all Swingline Loans shall be repaid in full. Chase shall not exceed at make any Swingline Loan after receiving a written notice from the Company or any Bank stating that a Default or an Event of Default exists and is continuing until such time outstanding as Chase shall have received written notice of (i) rescission of all such notices from the Maximum party or parties originally delivering such notice (which notice of rescission such Person or Persons shall deliver to Chase promptly upon the discontinuance of such Default or Event of Default) or (ii) the waiver of such Default or Event of Default in accordance with this Agreement. Also, Chase shall have no obligation to make any Swingline AmountLoan in the event a Bank Default exists unless Chase has entered into arrangements satisfactory to it and the Company to eliminate Chase's risk with respect to any such Defaulting Bank's or Banks' obligations to fund Mandatory Borrowings, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on including by collateralizing such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each Defaulting Bank's or Banks' Adjusted Percentages of the Borrowers.
(c) Swingline Loans outstanding from time to time. On any Business Day, BTCo Chase may, in its sole discretion, give notice to the Banks that its all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving $ Loans (provided that such notice shall be deemed to have been -------- automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 1011.05), in which case a Borrowing of Revolving $ Loans constituting $ Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Banksuch --- ---- Banks's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo Chase to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make such Revolving $ Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified to it in writing by BTCo Chase notwithstanding that (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereundera Borrowing specified in Section 1.02, (ii) whether any conditions specified in Section 5, 6 or 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (viv) the amount of any reduction in the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at after any such time; provided that, in no event shall such Bank be required to make Revolving Swingline Loans in excess of such Bank's Revolving Loan Commitmentwere made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with in respect to any of the BorrowersCompany), then each such Bank hereby agrees that it shall forthwith purchase from Chase (as of the date the Mandatory Borrowing would otherwise have occurredwithout recourse or warranty), but adjusted for any payments received from the Borrowers on or after by assignment, such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10)Percentages, provided that (x) that, all interest payable on the such -------- Swingline Loans shall be for the account of BTCo Chase until the date as of which the respective participation purchase is required to be purchased made and, to the extent attributable to the purchased participationsuch purchase, shall be payable to the participant such Bank purchasing same from and after such date of purchase.
(c) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees to make a loan or loans (each a "Revolving C$ Loan" and, collectively, the "Revolving C$ Loans") to the Canadian Borrower in an aggregate amount up to but not exceeding such Bank's Revolving C$ Loan Commitment, which Revolving C$ Loans:
(i) shall be made at any time and from time to time on and after the Canadian Borrowing Date and prior to the Final Maturity Date;
(ii) may be repaid and reborrowed in accordance with the provisions hereof;
(iii) shall not exceed for any Bank at any time outstanding the Revolving C$ Loan Commitment of such Bank at such time;
(iv) shall not exceed for all Banks at any time outstanding the Total C$ Revolving Loan Commitment at such time;
(v) shall have a Dollar Equivalent Amount which shall not exceed for any Bank at any time outstanding the Revolving Loan Commitment of such Bank at such time less the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the borrowing of, Loans) at such time, (II) the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the aggregate principal amount of participation purchased all Swingline Loans then outstanding and (III) the Revolving $ Loans at such time; and
(vi) shall have a Dollar Equivalent Amount which shall not exceed for each day from all Banks at any time outstanding the Total Revolving Loan Commitment at such time less the sum of (x) the aggregate amount of the Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and including simultaneously with the day upon which borrowing of, Loans), (y) the Mandatory Borrowing would otherwise have occurred to but excluding aggregate principal amount of all Swingline Loans then outstanding and (z) the date Revolving $ Loans at such time. The Canadian Borrower may not borrow Revolving C$ Loans more than once in any period of payment for such participation, at the overnight Federal Funds Rate for the first three days and 30 consecutive days. The Revolving C$ Loans shall bear interest at the rate otherwise applicable set forth in Section 1.08(c) (subject to Revolving Loans maintained as Base Rate Loans hereunder the provisions of Section 1.08(d)).
(d) Notwithstanding anything to the contrary contained herein, prior to the Canadian Borrowing Date (i) the Total Outstandings shall not exceed $85,000,000 and (ii) the Canadian Borrower may not borrow or have Letters of Credit issued for each day thereafterits account under this Agreement.
Appears in 1 contract
The Commitments. (a) Subject to to, and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agreesagrees to make, on the Initial Borrowing Date, a single term loan (each, a "Term Loan" and, collectively, the "Term Loans") to the Borrower, which Term Loans:
(i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Base Rate Loans pursuant to Section 2.06); and
(ii) shall not exceed for any Bank, in initial aggregate principal amount, that amount which equals the Term Loan Commitment of such Bank on such date (before giving effect to any reductions thereto on such date pursuant to Section 4.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 4.03(b)(ii)).
(b) Subject to, and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agrees at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans Loans:
(i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, ; provided that (A) except as otherwise specifically provided in Section 1.10(b2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), Type;
(ii) may be repaid and reborrowed in accordance with the provisions hereof, ;
(iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of of, Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstandingtime, equals the Revolving Loan Commitment of such Bank at such time, ; and
(iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time time, equals the lesser of (a) the Borrowing Base then in effect and (yb) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agreesagrees to make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, to make a revolving loan one or revolving more loans (each, a "Revolving Loan" and", and collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shallshall be made and maintained in Dollars, at the option of the Borrowers(ii) shall be incurred and maintained as, be and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b)that, all on the Effective Date, Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, be incurred and may only be made on the Second Restatement Effective Date)maintained as Base Rate Loans, (iiiii) if Eurodollar Loans, shall have such Interest Periods as are selected by the Borrower pursuant to Section 1.09, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (iiiv) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product sum of (x) the aggregate principal amount of all other Revolving Loans made by such Bank's Adjusted Percentage Lender and then outstanding and (y) the product of (A) such Lender's Percentage and (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forthforth herein, BTCo in its individual capacity the Swingline Lender agrees to make make, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, each a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained in Dollars and as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date)time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (vx) the Swingline Lender shall not exceed in aggregate principal amount on be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Second Restatement Effective Date, when added Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the aggregate principal amount Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Percentage of Revolving the outstanding Swingline Loans incurred on such date, an amount equal to $400,000,000, and (viy) the Swingline Lender shall be not make any Swingline Loan after it has received written notice from the joint Borrower or the Required Lenders stating that a Default or an Event of Default exists and several obligations is continuing until such time as the Swingline Lender shall have received written notice (I) of each rescission of all such notices from the party or parties originally delivering such notice or (II) of the Borrowerswaiver of such Default or Event of Default by the Required Lenders.
(c) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Banks Lenders that its the Swingline Lender's outstanding Swingline Loans shall be funded with a Borrowing one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) Lenders pro rata based on each BankLender's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo by the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Bank Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks the Lenders to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank Lender shall be required to pay BTCo the Swingline Lender interest on the principal amount of the participation so purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agrees, at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Final Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowersBorrower, which Revolving Loans (i) shall, at the option of the BorrowersBorrower, be Base Rate Loans or Eurodollar Loans, provided that that, (Ax) except as otherwise specifically provided in Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (By) unless the Administrative Agent has reasonably determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than one Borrowing three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th 90th day after following the Second Restatement Effective Initial Borrowing Date (or, if later, the last day of the third Interest Period referenced below), each of which Borrowing Borrowings of Eurodollar Loans may only have an Interest Period of one monthmonth (the first of which Borrowings may only be made on, and or within five Business Days after, the Initial Borrowing Date, the second of which Borrowings may only be made on the Second Restatement Effective Datelast day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's Adjusted Percentage at such time and (y) the sum of (I) the aggregate amount of all Letter of Credit Out- standings Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers.
(b) Subject to and upon the terms and conditions herein set forth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the BorrowersBorrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Non-Defaulting Banks then outstanding out- standing and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), ) and (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers.
(c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the BorrowersBorrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers Borrower on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10)Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract