The Commitments. 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 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 Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (x) 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 (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), (ii) may be repaid and reborrowed in accordance with the provisions 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 equals the Revolving Loan Commitment of such Bank at such time.
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 Restatement Effective Date and prior to the Revolving Loan Maturity Expiry Date, upon the request of a Borrower, to make a revolving loan or revolving loans (each, each a "Revolving Loan", " and, collectively, the "Revolving Loans") to the such Borrower, which Revolving Loans (i) shall, at the option of the such Borrower, be Base Rate Loans, IBOR Loans or Eurodollar LIBOR Loans, provided that, (x) 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, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding, when added to such Bank's Percentage of all then outstanding Swingline Loans, that aggregate principal amount which equals the Commitment of such Bank at such time and (yiv) shall not exceed in the aggregate for any Borrower at any given time that amount which, when added to all Swingline Loans made to such Borrower which remain outstanding, equals such Borrower's Borrowing Base at such time.
(b) Subject to and upon the terms and conditions set forth herein, no more than one Borrowing of Eurodollar Loans may be incurred the Swingline Bank may, in its sole discretion, agree to make, at any time and from time to time on and after the Effective Date and prior to March 1the Swingline Expiry Date, 2000 a revolving loan or revolving loans (which Borrowing may only have an Interest Period of one or two weeks as selected by each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, provided howeverwhich Swingline Loans (i) shall, in at the event option of the Borrower has elected to convert any Borrowing of respective Borrower, be made and maintained as Base Rate Loans into Eurodollar or IBOR Loans, then no additional Borrowings provided that notwithstanding anything to the contrary in Section 1.09 or elsewhere in this Agreement, only Interest Periods of Eurodollar Loans under this Section 1.01 one day shall be permitted)available in the case of Swingline Loans maintained as IBOR Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding at such time, an amount equal to the Total Commitment at such time (after giving effect to any reductions to the Total Commitment on such date), (iv) shall not exceed for any Bank Borrower in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding to such Borrower at such time, such Borrower's Borrowing Base at such time and (v) 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), the Swingline Bank shall not make any Swingline Loan to any Borrower after it has received written notice from such Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing with respect to such Borrower until such time as the Swingline Bank shall have received written notice (whichi) of rescission of all such notices from the party or parties originally delivering such notice, (ii) of the waiver 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 no longer exists.
(c) On any Business Day and in any case within 7 Business Days of the making of any such Swingline Loan (provided that any failure to give such notice within such seven Business Day period shall not effect the obligation of the respective Borrower or any other Bank to accept such notice and fund the Revolving Loan or Revolving Loans referred to below), the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with 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 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each Continuing such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 9) pro rata based on each such Bank's Percentage (determined before --- ---- giving effect to any termination of the Commitments pursuant to the last paragraph of Section 9) and the proceeds thereof shall be remitted to the Swingline Bank and applied by the Swingline Bank to repay 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 the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) any failure to satisfy any conditions specified in Section 5, (iii) any Default or Event of Default existing on such date, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment at such time. 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 Borrower), 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 by the Swingline Bank from the respective Borrower on or after such date and prior to such purchase) from 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 Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 9), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is purchased and, to the extent attributable to the purchased participation, shall include 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 the Swingline Bank interest on the principal amount of Existing 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 converted pursuant to clause (A) above) that aggregate principal amount which equals the Revolving Loan Commitment of such Bank at such timemaintained 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, (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 Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan", " and, collectively, the "Revolving Loans") to the Borrower, which Revolving 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, PROVIDED that (xA) 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 (yB) at any given time, no more than one Borrowing Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted)Syndication Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof and 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 RL 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 incurrence of, the respective incurrence of Revolving Loans) at such 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 each Continuing BankForeign Subsidiary Third Party Borrowings incurred in a currency other than Dollars) then outstanding, shall include the principal amount of Existing Revolving Loans converted pursuant to clause (A) above) that aggregate principal amount which 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, (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 Total Revolving Loan Commitment at such time.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make, at any time and from time to time on and after the 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 Borrower, 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 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 Total Revolving Loan Commitment at such 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), (x) 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 arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans and (y) 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 or (II) of the waiver of such Default or Event of Default by the Required Banks.
(c) On any Business Day, the Swingline Bank may, in its sole dis cretion, give notice to the Banks that the Swingline Bank's outstanding Swingline Loans shall be funded with 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 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 PRO RATA based on each Bank'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 by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each Bank hereby 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 the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the 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, (v) the amount of the Total Revolving Loan Commitment at such time and (vi) the aggregate principal amount of all Foreign Subsidiary Third Party Borrowings outstanding at such time. 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 the Borrower), then each 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 Borrower on or after such date and prior to such purchase) from the Swingline Bank such participa tions in the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective 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 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 actu ally made, the purchasing Bank shall be required to pay 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 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 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 Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (x) 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, (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 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 Adjusted Available Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any given 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 Available Revolving Loan Commitment at such time.
(b) Subject to and upon the terms and conditions herein set forth, no more than one BTCo in its individual capacity agrees to make at any time and from time to time on and after the Initial Borrowing of Eurodollar Loans may be incurred Date and prior to March 1the Swingline Expiry Date, 2000 a revolving loan or revolving loans (which Borrowing may only have an Interest Period of one or two weeks as selected by each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, provided however, in the event the Borrower has elected to convert any Borrowing of which Swingline Loans (i) shall be made and maintained as Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 shall be permitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iii) shall not exceed for in aggregate principal amount at any Bank 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 Available 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.
(whichc) 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 Continuing 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 (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 Available Revolving Loan Commitment or the Adjusted Total Available 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 the Borrower), 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 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 its 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 include 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 Existing 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 converted pursuant to clause (A) above) that aggregate principal amount which equals the Revolving Loan Commitment of such Bank at such timemaintained as Base Rate Loans hereunder for each day thereafter.
Appears in 1 contract
The Commitments. Subject to and upon the terms and conditions set forth herein, each Bank Lender severally agreesagrees to make a term loan (each, a “Term Loan” and, collectively, the “Term Loans”) to the Borrower, which Term Loans (Ai) in the case of each Continuing Bank, shall be incurred pursuant to convert into Revolving Loans, a single drawing 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 Borrowing Date in an aggregate principal amount equal to the amount set forth on Schedule I and/or of not less than $100,000,000, (Bii) at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Dateshall be denominated in Dollars, to make a revolving loan or revolving loans (eachiii) except as hereinafter provided, a "Revolving Loan", and, collectively, the "Revolving Loans") to the Borrower, which Revolving 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, that (xA) 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, and (yB) unless the Administrative Agent has determined that the Syndication Date has occurred (at any given timewhich time this clause (B) shall no longer be applicable), no more than one Borrowing two Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to March 1the 60th day after the Borrowing Date (or, 2000 (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 or two weeks as selected by month, and the Borrowerfirst of which Borrowings may be made no earlier than the third Business Day, provided howeverand no later than the seventh Business Day, in after the event Borrowing Date and the Borrower has elected to convert any second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing of Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 and (iv) shall be permitted), (ii) may be repaid and reborrowed made by each such Lender in accordance with the provisions 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 equals does not exceed the Revolving Loan Commitment of such Bank at such timeLender on the Borrowing Date. Once repaid, Term Loans incurred hereunder may not be reborrowed.
Appears in 1 contract
Sources: Credit Agreement (United Online Inc)
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment severally agreesagrees to continue to make, (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 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 Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, that (xA) 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, (B) during the period from the Restatement Date to September 30, 1998 (the "Syndication Period"), no Revolving Loans shall be maintained as Eurodollar Loans with an Interest Period greater than one month, and (yC) at any given timefrom the date on which the Agent gives notice to the Borrower of a proposed syndication (which notice may only be delivered during the Syndication Period) until the earlier of (1) the 60th day after the giving of such notice and (2) the Syndication Date, no more than one Borrowing of Revolving Loans maintained as Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted)incurred, (ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (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 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 (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to 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 then outstanding, equals the Total Revolving Loan Commitment at such time. The Borrower and the Banks acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Atrium Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of, and shall be Revolving Loans under, this Agreement and the other Loan Documents.
(b) Subject to and upon the terms and conditions set forth herein, each Bank with a Term Loan Commitment severally agrees to make, on the Restatement Date, a 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 1.06); and
(ii) shall be made by each Bank in that initial aggregate principal amount as is equal to the Term Loan Commitment of such Bank on the Restatement Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, Term Loans incurred hereunder may not be reborrowed.
Appears in 1 contract
The Commitments. Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees to make, (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 Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan", " and, collectively, the "Revolving Loans") to the Borrower, which Revolving 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, (x) 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 (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (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 RL 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 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 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 Revolving Loan Commitment at such time.
Appears in 1 contract
The Commitments. Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Commitment severally agrees, (A) in the case of each Continuing Bank, agrees 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) make at any time and from time to time on and or after the Restatement Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make Date a revolving loan or revolving loans (each, a "Revolving Loan", " and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (x) 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 (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted)1.07, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iiiiv) shall not exceed for any Bank Lender 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 outstanding which, when added to the amount of such Lender's Percentage 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 Loans) at such time, equals the Revolving Loan Commitment of such Bank Lender at such time and (v) shall not exceed for all Lenders at any time that aggregate principal amount outstanding which, when added to 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 Loans) at such time, equals the Total Commitment at such time; provided that, (x) if the Total Commitment equals $550,000,000, the aggregate amount of Loans and Letters of Credit incurred on the Initial Borrowing Date shall not exceed $37,000,000 and (y) if the Total Commitment equals $450,000,000, the aggregate amount of Loans and Letters of Credit incurred on the Initial Borrowing Date 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 agrees, agrees (A) in the case of each Continuing Bank, to convert into Revolving Loansconvert, on the Restatement Effective Date, Existing Original Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Existing Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal (but after giving effect to the amount set forth repayment of Original Revolving Loans on Schedule I and/or 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 Restatement Effective Date and prior to the Revolving Loan 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 Borrower, all of which Revolving Loans made pursuant to preceding clauses (A) and (B) (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, (x) 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, (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 RL 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 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 given 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 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.
(b) Subject to and upon the terms and conditions set forth herein, no more than one Borrowing of Eurodollar Loans may be incurred the Swingline Bank agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to March 1the Swingline Expiry Date, 2000 a revolving loan or revolving loans (which Borrowing may only have an Interest Period of one or two weeks as selected by each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, provided however, in the event the Borrower has elected to convert any Borrowing of which Swingline Loans (i) shall be made and maintained as Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 shall be permitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iii) shall not exceed for in aggregate principal amount at any Bank time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the 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, 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), (whichx) 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 arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans and (y) 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 continuing 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 or (II) of the waiver of such Default or Event of Default by the Required Banks.
(c) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that the Swingline Bank's outstanding Swingline Loans shall be funded with 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 one or more Borrowings of Revolving Loans constituting Base Rate Loans (each Continuing such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks pro rata based on each Bank'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 by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each 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 the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the 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 Borrowing Base or the Total Revolving Loan Commitment at such time. 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 the Borrower), then each 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 Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective 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 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 include 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 the Swingline Bank interest on the principal amount of Existing 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 converted pursuant to clause (A) above) that aggregate principal amount which equals the Revolving Loan Commitment of such Bank at such timemaintained 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 severally agrees 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 Initial Borrowing Date and prior to the Final Maturity Date;
(ii) shall, at the option of the Company, be $ Base Rate Loans or $ Eurodollar Loans, 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;
(iii) may be repaid and reborrowed in accordance with the provisions hereof;
(iv) 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 aggregate principal amount of all Swingline Loans then outstanding and (III) the Dollar Equivalent Amount of Revolving Loans at such time; and
(v) shall not exceed for all Banks at any time outstanding 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 borrowing of, Loans) at such time, (y) the aggregate principal amount of all Swingline Loans then outstanding and (z) the Dollar Equivalent Amount of Revolving Loans at such time.
(b) Subject to and upon the terms and conditions herein set forth Chase in its individual capacity agrees, at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, to make a loan or loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the 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) shall not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding the Total Revolving $ Loan Commitment then in effect less (x) the Dollar Equivalent Amount of the aggregate principal amount of all Revolving Loans then outstanding and (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, 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 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 as Chase shall have received written notice of (i) rescission of all such notices from the 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 Loan 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, including by collateralizing such Defaulting Bank's or Banks' Adjusted Percentages of the Swingline Loans outstanding from time to time. On any Business Day, Chase may, in its sole discretion, give notice to the Banks that 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 an Event of Default under Section 11.05), 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 pro rata based on each such --- ---- Banks's Adjusted Percentage and the proceeds thereof shall be applied directly to Chase to repay such outstanding Swingline Loans. Each 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 Chase notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for a Borrowing specified in Section 1.02, (ii) whether any conditions specified in Section 5, 6 or 7 are then satisfied, (iii) the date of such Mandatory Borrowing and (iv) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were 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 in respect of the Company), each Bank hereby agrees that it shall forthwith purchase from Chase (without recourse or warranty), by assignment, such outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages, provided that, all interest payable on such -------- Swingline Loans shall be for the account of Chase until the date the respective purchase is made and, to the extent attributable to such purchase, shall be payable to 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 agreesagrees to make a loan or loans (each a "Revolving C$ Loan" and, (Acollectively, the "Revolving C$ Loans") 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 Canadian Borrower pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal up to the amount set forth on Schedule I and/or but not exceeding such Bank's Revolving C$ Loan Commitment, which Revolving C$ Loans:
(Bi) shall be made at any time and from time to time on and after the Restatement Effective Canadian Borrowing Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan", and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (x) 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 (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), ;
(ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof;
(iii) shall not exceed for any Bank at any time outstanding the Revolving C$ Loan Commitment of such Bank at such time;
(which, in iv) shall not exceed for all Banks at any time outstanding the case of each Continuing Bank, Total C$ Revolving Loan Commitment at such time;
(v) shall include the principal amount of Existing Revolving Loans converted pursuant to clause (A) above) that aggregate principal amount have a Dollar Equivalent Amount which equals 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 aggregate principal amount of 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 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 simultaneously with the borrowing of, Loans), (y) the aggregate principal amount of all Swingline Loans then outstanding and (z) the Revolving $ Loans at such time. The Canadian Borrower may not borrow Revolving C$ Loans more than once in any period of 30 consecutive days. The Revolving C$ Loans shall bear interest at the rate set forth in Section 1.08(c) (subject to 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 its account under this Agreement.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank severally agreesagrees to make, (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 Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan", " and, collectively, the "Revolving Loans") to the Borrower, which Revolving 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, (x) 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, (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 RL 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 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 given 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 Total Revolving Loan Commitment at such time.
(b) Subject to and upon the terms and conditions set forth herein, no more than one Borrowing of Eurodollar Loans may be incurred the Swingline Bank agrees to make, at any time and from time to time on and after the Effective Date and prior to March 1the Swingline Expiry Date, 2000 a revolving loan or revolving loans (which Borrowing may only have an Interest Period of one or two weeks as selected by each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, provided however, in the event the Borrower has elected to convert any Borrowing of which Swingline Loans (i) shall be made and maintained as Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 shall be permitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iii) shall not exceed for in aggregate principal amount at any Bank time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such 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), (whichx) 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 arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans and (y) 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 continuing 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 or (II) of the waiver of such Default or Event of Default by the Required Banks.
(c) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that the Swingline Bank's outstanding Swingline Loans shall be funded with 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 one or more Borrowings of Revolving Loans constituting Base Rate Loans (each Continuing such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks pro rata based on each Bank'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 by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each 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 the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the 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 at such time. 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 the Borrower), then each Bank hereby agrees that it shall forth- with purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective 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 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 include 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 the Swingline Bank interest on the principal amount of Existing 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 converted pursuant to clause (A) above) that aggregate principal amount which equals the Revolving Loan Commitment of such Bank at such timemaintained 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, (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 Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan", " and, collectively, the "Revolving Loans") to the Borrowerrespective Borrowers, which Revolving Loans (i) shall, at the option of the respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided PROVIDED that, (x) 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, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's 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 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 Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any given 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 lesser of (x) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (y) the Total Commitment at such time.
(b) Subject to and upon the terms and conditions set forth herein, no more than one Borrowing of Eurodollar Loans may be incurred the Swingline Lender agrees to make, at any time and from time to time on and after the Restatement Effective Date and prior to March 1the Swingline Expiry Date, 2000 a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the respective Borrowers, which Borrowing may only have an Interest Period of one or two weeks Swingline Loans (i) shall be made and maintained as selected by the Borrower, 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 permitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iii) shall not exceed for in aggregate principal amount at any Bank time outstanding, when combined with the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the lesser of (A) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (B) the Total Commitment at such 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), (whichx) 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 Company 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 (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower 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 (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.
(c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with 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 one or more Borrowings of Revolving Loans constituting Base Rate Loans (each Continuing Banksuch Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders PRO RATA based on each Lender's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each 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 the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the 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 Borrowing Base or the Total Commitment at such time. 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 Borrower), then each 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 respective Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the 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 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 include 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 Lender shall be required to pay the Swingline Lender interest on the principal amount of Existing Revolving 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 Base Rate Loans converted pursuant to clause (A) above) that aggregate principal amount which equals the Revolving Loan Commitment of such Bank at such timehereunder 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 Lender severally agreesagrees to make, (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 or after the 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 Borrower, which Revolving Loans (i) shall be denominated in Dollars, (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, (x) 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 (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), (iiiii) may be repaid and reborrowed in accordance with the provisions hereof and 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 Lender's 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 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 Commitment of such Lender at such time and (v) shall not exceed for all 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 Commitment at such time.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make at any time and from time to time on or after the 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 Borrower, which Swingline Loans (i) shall be 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, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving 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 Total Commitment at such time, and (v) 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), (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 Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Defaulting Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Defaulting 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 Borrower, any other Credit Party 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, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with 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 one or more Borrowings of Revolving Loans constituting Base Rate Loans (each Continuing Banksuch Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each 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 the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the 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 Commitment at such time. 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 the Borrower), then each 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 Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the 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 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 include 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 Lender shall be required to pay the Swingline Lender interest on the principal amount of Existing 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 converted pursuant to clause (A) above) that aggregate principal amount which equals the Revolving Loan Commitment of such Bank at such timemaintained 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 herein, each Bank Lender severally agreesagrees to make, (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 or after the 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 Borrower, which Revolving Loans (i) shall be denominated in Dollars, (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, (x) 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 (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), (iiiii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iiiiv) shall not exceed for any Bank Lender 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 Lender’s RL 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 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 (v) shall not exceed in aggregate principal amount at any time outstanding, 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, the Total Revolving Loan Commitment at such time.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion, make, at any time and from time to time on or after the 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 Borrower, which Swingline Loans (i) shall be 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, (iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans (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 Total Revolving Loan Commitment at such time, and (v) 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), (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 the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party 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, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with 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 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 Lenders pro rata based on each 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 by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each 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 the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the 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 at such time. 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 the Borrower), then each 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 Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective 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 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 Lender shall be required to pay 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 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 agrees, (A) in the case of each Continuing Bank, agrees 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) make at any time and from time to time on and or after the Restatement Effective Initial Borrowing Date and prior to the Revolving Loan Final Maturity Date, to make Date a revolving loan or revolving loans (each, a "“Revolving Loan", ” and, collectively, the "“Revolving Loans"”) to the BorrowerBorrowers on a joint and several basis, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (x) 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 (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted)1.07, (ii) shall be denominated in Dollars or in an Alternate Currency in each case, as elected by the Borrowers, (iii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iiiiv) shall not exceed for any Bank such Lender at any time that aggregate principal amount outstanding which, when added to the product of (x) such Lender’s Percentage and (y) the sum of (I) 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 Commitment of such Lender at such time, (v) shall not exceed for all such Lenders at any time that aggregate principal amount outstanding which, when added to the sum of (I) 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 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 Total Commitment at such time, and (vi) in the case of Alternate Currency Revolving Loans, shall not exceed for all Lenders at any time in aggregate principal amount (using the Dollar Equivalent thereof) outstanding, the Alternate Currency Sublimit.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the 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 Borrowers on a joint and several basis, which Swingline Loans (i) shall bear 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, (iv) 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 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 Total Commitment at such time, and (vi) 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), (whichi) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to any Lender 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 Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting 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 any Borrower, any other Credit Party 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, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with 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 one or more Borrowings of Dollar Revolving Loans in an aggregate principal amount equal to such outstanding Swingline Loans (each Continuing Banksuch Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each such Lender’s Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Dollar 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 the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the 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 Commitment at such time. For the avoidance of doubt, any Swingline Loan which has been funded with one or more Mandatory Borrowings shall cease to be a 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 Borrower), then each 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 the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the 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 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 include 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 Lender shall be required to pay the Swingline Lender interest on the principal amount of Existing 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 converted pursuant hereunder for each day thereafter.
(d) In the event that the Borrowers fail to clause (A) above) 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 aggregate principal amount which equals its obligation to make its pro rata share of any such borrowing available to the Revolving Loan Commitment 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 Bank at such timedeemed request.
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 Restatement Effective Initial Borrowing Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan", " and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans 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, that (x) 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 (y) at any given timeunless the Agent has determined that the Syndication Date has occurred, no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred (whether pursuant to this Section 1.01(a) or by way of conversion pursuant to Section 1.06) prior to March 1, 2000 the 60th day after the Initial Borrowing Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and which Borrowing may only be made on a single date occurring on or two weeks as selected by prior to the Borrower, provided however, in fifth day following the event the Borrower has elected to convert any Initial Borrowing of Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 shall be permittedDate), ;
(ii) may be repaid and reborrowed in accordance with the provisions hereof and 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 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 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 at such time. Notwithstanding anything to the contrary contained above, the aggregate principal amount of Revolving Loans incurred on the Initial Borrowing Date may not exceed $5,000,000.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans (each, a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, 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 (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) the amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Available Commitment at such time (after giving effect to any reductions thereto on such date); 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 arrangements satisfactory to it to eliminate the Swingline Bank's risk with respect to the Bank which is subject of such Bank Default, including by cash collateralizing such 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 receiving a written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default by the Required Banks or (iii) the Agent in good faith believes that such Default or Event of Default has ceased to exist.
(c) On any Business Day, 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 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 from all Banks (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata on the basis of their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay 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 the Swingline Bank notwithstanding (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 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 the Total Available Commitment at such time. 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 the Borrower), 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 Borrower on or after such date and prior to such purchase) from 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 Percentages (determined before giving effect to any termination of the 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 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 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 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 a loan or loans (each a "Revolving $ Loan" and, (Acollectively, the "Revolving $ Loans") 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 Company in an aggregate principal amount equal up to the amount set forth on Schedule I and/or but not exceeding such Bank's Revolving Loan Commitment, which Revolving $ Loans:
(Bi) shall be made at any time and from time to time on and after the Restatement Effective Initial Borrowing Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans ;
(each, a "Revolving Loan", and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (iii) shall, at the option of the BorrowerCompany, be $ Base Rate Loans or $ Eurodollar Loans, provided that, (x) 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 ;
(y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), (iiiii) may be repaid and reborrowed in accordance with the provisions hereof and hereof;
(iiiiv) 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 equals 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 aggregate principal amount of all Swingline Loans then outstanding and (III) the Dollar Equivalent Amount of Revolving Loans at such time; and C/M 11752.0000 414856.1
(v) shall not exceed for all Banks at any time outstanding 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 borrowing of, Loans) at such time, (y) the aggregate principal amount of all Swingline Loans then outstanding and (z) the Dollar Equivalent Amount of Revolving Loans at such time.
(b) Subject to and upon the terms and conditions herein set forth Chase in its individual capacity agrees, at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, to make a loan or loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the 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) shall not exceed at any time outstanding the Swingline Commitment, (iii) shall not exceed in aggregate principal amount at any time outstanding the Total Revolving $ Loan Commitment then in effect less (x) the Dollar Equivalent Amount of the aggregate principal amount of all Revolving Loans then outstanding and (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, 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 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 as Chase shall have received written notice of (i) rescission of all such notices from the 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 Loan 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, including by collateralizing such Defaulting Bank's or Banks' Adjusted Percentages of the Swingline Loans outstanding from time to time. On any Business Day, Chase may, in its sole discretion, give notice to the Banks that 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 an Event of Default under Section 11.05), in which case a Borrowing of Revolving $ Loans constituting $ Base Rate Loans (each such Borrowing, a 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 Lender 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 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 BorrowerBorrowers, 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 BorrowerBorrowers be incurred and maintained as, be and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (xA) 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 TypeType 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 longer be applicable), prior to the 90th day following the Effective Date, Revolving Loans may only 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 which begins and ends on the same day, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s 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 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 Commitment of such Lender at such time and (vi) shall not exceed for all Lenders at any given 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 Commitment at such time.
(b) Subject to and upon the terms and conditions herein set forth, no more than one Borrowing of Eurodollar Loans may be incurred the Swingline Lender agrees to make at any time and from time to time on and after the Effective Date and prior to March 1the Swingline Expiry Date, 2000 a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrowers, which Borrowing may only have an Interest Period of one or two weeks Swingline Loans (i) shall be made and maintained as selected by the Borrower, 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 permitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iii) shall not exceed for in aggregate principal amount at any Bank time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Total Commitment at such time, (iv) shall not exceed at any time outstanding the Maximum Swingline Amount and (whichv) 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, the Swingline Lender may, in its sole discretion, give notice to the 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 Continuing Banksuch Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by the Lenders (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) prorata based on each Lender’s Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each 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 the Swingline Lender notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the 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 Commitment at such time. 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 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 the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the 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 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 include 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 Lender shall be required to pay the Swingline Lender interest on the principal amount of Existing 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 converted pursuant to clause (A) above) that aggregate principal amount which equals the Revolving Loan Commitment of such Bank at such timemaintained 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 with a Revolving Loan Commitment 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) agrees at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan", " and, collectively, the "Revolving Loans") to the BorrowerCompany, which Revolving Loans Loans:
(iI) shall, at the option of the BorrowerCompany, be Base Rate Loans or Eurodollar Loans, provided that, (x) 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 ;
(y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), (iiII) may be repaid and reborrowed in accordance with the provisions hereof and hereof; and
(iiiIII) 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 (A) 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 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, equals the Revolving Loan Commitment of such Bank at such time.
(B) Subject to and upon the terms and conditions herein set forth, the Swingline Bank agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline 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;
(iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate prin- cipal amount of all Revolving Loans 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 Total Revolving Loan Commitment then in effect; and
(v) 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 arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding 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).
(C) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the ▇▇ ▇▇▇▇▇ that its outstanding Swingline Loans shall be funded 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 PRO RATA based on each Bank's RL Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Bank for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make 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 the Swingline Bank notwithstanding (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 Sections 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were 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 in respect of the Borrower), each Bank (other than the Swingline Bank) hereby agrees that it shall forthwith purchase from the Swingline Bank (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective RL Percentages, PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase and (y) at the time any purchased assignment pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of assignment purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred but excluding the date of payment for such assignment, 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 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, (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 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 Borrower, which Revolving 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, (x) 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 (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof hereof, and (iii) shall not exceed for any such 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 equals the Revolving Loan Commitment of such Bank at such time.
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, agrees 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 make on and after the Restatement Effective Date and prior to the Revolving Loan 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 Borrower, which Revolving Loans Loans:
(i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (x) 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 (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), ;
(ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof;
(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 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 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.
(b) Subject to and upon the terms and conditions set forth herein, the Swingline Bank in its individual capacity agrees to make at any time and from time to time after the 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 Borrower, 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 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.
(c) On any Business Day, 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 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 the Swingline Bank to repay 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 the Swingline Bank notwithstanding (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. 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 the Borrower), 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 Borrower on or after such date and prior to such purchase) from 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 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 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. 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 Second 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 convert an aggregate principal amount equal to the amount set forth such Bank's Percentage of all Original Loans outstanding on Schedule I and/or 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 Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan", " and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans Loans:
(i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (x) except as otherwise specifically provided in Section 1.10(b), that all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), ;
(ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof;
(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 equals the Revolving Loan Commitment of such Bank at such time;
(iv) shall not exceed for the Banks at any time outstanding that aggregate principal amount which, when added to the aggregate principal amount of Loans outstanding, equals the amount by which the Acquisition Basket Amount is reduced pursuant to clause (ii) of the definition thereof; and
(v) shall not exceed for the Banks at any time outstanding that aggregate principal amount which, when added to the aggregate principal amount of all Loans then outstanding plus all Letter of Credit Outstandings, equals the Total Commitment less the Acquisition Basket Amount at such time.
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, (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 Restatement Effective Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan", " and, collectively, the "Revolving Loans") to the Borrower, which Revolving 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, (x) 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, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL 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 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 Lender at such time and (iv) shall not exceed for all Lenders at any given 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 Total Revolving Loan Commitment at such time.
(b) Subject to and upon the terms and conditions set forth herein, no more than one Borrowing of Eurodollar Loans may be incurred the Swingline Lender agrees to make, at any time and from time to time on and after the Effective Date and prior to March 1the Swingline Expiry Date, 2000 a revolving loan or revolving loans (which Borrowing may only have an Interest Period of one or two weeks as selected by each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, provided however, in the event the Borrower has elected to convert any Borrowing of which Swingline Loans (i) shall be made and maintained as Base Rate Loans into Eurodollar Loans, then no additional Borrowings of Eurodollar Loans under this Section 1.01 shall be permitted), (ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iii) shall not exceed for in aggregate principal amount at any Bank time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such 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), (whichx) 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 Borrower 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' RL Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party 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 (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 requisite Lenders.
(c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with 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 one or more Borrowings of Revolving Loans constituting Base Rate Loans (each Continuing Banksuch Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders PRO RATA based on each 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 by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each 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 the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the 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 at such time. 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 the Borrower), then each 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 Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective 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 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 include 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 Lender shall be required to pay the Swingline Lender interest on the principal amount of Existing Revolving Loans converted pursuant participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to clause (A) above) that aggregate principal amount which equals but excluding the Revolving Loan Commitment date of payment for such Bank participation, at such timethe overnight Federal Funds Rate.
Appears in 1 contract
The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank Lender 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 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 Borrower, which Revolving Loans (i) shall be denominated in Dollars, (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, (x) 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 (y) at any given time, no more than one Borrowing of Eurodollar Loans may be incurred prior to March 1, 2000 (which Borrowing may only have an Interest Period of one or two weeks as selected by the Borrower, 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 permitted), (iiiii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (iiiiv) shall not exceed for any Bank Lender 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 Lender's 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 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 (v) shall not exceed for all 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 Commitment at such time.
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, (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 Restatement Effective Initial Borrowing Date and prior to the Revolving Loan Final Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan", " and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans, provided that, (x) 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 (y) unless the Administrative Agent has reasonably determined that the Syndication Date has occurred (at any given timewhich 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 March 1the 90th day following the Initial Borrowing Date (or, 2000 (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 month (the first of which Borrowings may only be made on, or two weeks as selected by within five Business Days after, the BorrowerInitial Borrowing Date, provided however, in the event second of which Borrowings may only be made on the Borrower has elected to convert any last day of the Interest Period of the first such Borrowing and the third of Base Rate Loans into Eurodollar Loans, then no additional which Borrowings may only be made on the last day of Eurodollar Loans under this Section 1.01 shall be permittedthe Interest Period of the second such Borrowing), (ii) may be repaid and reborrowed in accordance with the provisions hereof and hereof, (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 at such time 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 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 Commitment at such time.
(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 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 Borrower, 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 out- standing and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Commitment at such time (after giving effect to any reductions to the Adjusted Total Commitment on such date) and (iv) shall not exceed at any time outstanding the Maximum Swingline Amount.
(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 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 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 (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 Commitment or the Adjusted Total Commitment at such time. 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 the Borrower), 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 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, 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